Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 26, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-36422 | |
Entity Registrant Name | Sabre Corp | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-8647322 | |
Entity Address, Address Line One | 3150 Sabre Drive | |
Entity Address, City or Town | Southlake | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 76092 | |
City Area Code | 682 | |
Local Phone Number | 605-1000 | |
Title of 12(b) Security | Common Stock, $.01 par value | |
Trading Symbol | SABR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 273,676,460 | |
Entity Central Index Key | 0001597033 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,000,006 | $ 984,376 | $ 2,049,367 | $ 1,972,745 |
Cost of revenue | 763,388 | 721,759 | 1,550,951 | 1,414,616 |
Selling, general and administrative | 154,705 | 123,784 | 306,096 | 253,895 |
Operating income | 81,913 | 138,833 | 192,320 | 304,234 |
Other income (expense): | ||||
Interest expense, net | (39,608) | (39,409) | (77,621) | (77,518) |
Loss on extinguishment of debt | 0 | 0 | 0 | (633) |
Joint venture equity income | 413 | 951 | 946 | 2,122 |
Other, net | (2,479) | (7,735) | (4,349) | (8,841) |
Total other expense, net | (41,674) | (46,193) | (81,024) | (84,870) |
Income from continuing operations before income taxes | 40,239 | 92,640 | 111,296 | 219,364 |
Provision for income taxes | 12,145 | 75 | 23,988 | 36,350 |
Income from continuing operations | 28,094 | 92,565 | 87,308 | 183,014 |
Income (loss) from discontinued operations, net of tax | 1,350 | 760 | (102) | (447) |
Net income | 29,444 | 93,325 | 87,206 | 182,567 |
Net income attributable to noncontrolling interests | 1,606 | 1,079 | 2,518 | 2,441 |
Net income attributable to common stockholders | $ 27,838 | $ 92,246 | $ 84,688 | $ 180,126 |
Basic net income (loss) per share attributable to common stockholders: | ||||
Income from continuing operations (in dollars per share) | $ 0.10 | $ 0.33 | $ 0.31 | $ 0.66 |
Income (loss) from discontinued operations (in dollars per share) | 0 | 0 | 0 | 0 |
Net income per common share (in dollars per share) | 0.10 | 0.33 | 0.31 | 0.66 |
Diluted net income (loss) per share attributable to common stockholders: | ||||
Income from continuing operations (in dollars per share) | 0.10 | 0.33 | 0.31 | 0.65 |
Income (loss) from discontinued operations (in dollars per share) | 0 | 0 | 0 | 0 |
Net income per common share (in dollars per share) | $ 0.10 | $ 0.33 | $ 0.31 | $ 0.65 |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 274,245 | 275,715 | 274,911 | 275,220 |
Diluted (in shares) | 275,483 | 277,180 | 276,596 | 276,565 |
Dividends per common share (in dollars per share) | $ 0.14 | $ 0.14 | $ 0.28 | $ 0.28 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 29,444 | $ 93,325 | $ 87,206 | $ 182,567 |
Other comprehensive income, net of tax: | ||||
Foreign currency translation adjustments (CTA), net of tax | 1,206 | (6,298) | (1,088) | (3,324) |
Retirement-related benefit plans: | ||||
Amortization of prior service credits, net of tax | (278) | (310) | (556) | (588) |
Amortization of actuarial losses, net of tax | 1,222 | 1,397 | 2,444 | 2,794 |
Net change in retirement-related benefit plans, net of tax | 944 | 1,087 | 1,888 | 2,206 |
Derivatives and securities: | ||||
Unrealized (losses) gains, net of taxes of $2,647, $1,112, $4,243 and $(909) | (9,174) | (5,226) | (14,583) | 2,686 |
Reclassification adjustment for realized gains (losses), net of taxes of $(86), $(132), $(641) and $220 | 307 | 44 | 2,510 | (1,705) |
Net change in derivatives and securities, net of tax | (8,867) | (12,073) | ||
Unrealized (losses) gains, net of taxes of $2,647, $1,112, $4,243 and $(909) | (5,226) | 2,186 | ||
Reclassification adjustment for realized gains (losses), net of taxes of $(86), $(132), $(641) and $220 | 69 | (1,679) | ||
Net change in derivatives and securities, net of tax | (5,157) | 507 | ||
Share of other comprehensive (loss) income of joint venture | (447) | 139 | (419) | 269 |
Other comprehensive loss | (7,164) | (10,229) | (11,692) | (342) |
Comprehensive income | 22,280 | 83,096 | 75,514 | 182,225 |
Less: Comprehensive income attributable to noncontrolling interests | (1,606) | (1,079) | (2,518) | (2,441) |
Comprehensive income attributable to Sabre Corporation | $ 20,674 | $ 82,017 | $ 72,996 | $ 179,784 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized (losses) gains on derivatives, taxes | $ 2,647 | $ 4,243 | ||
Unrealized (losses) gains on derivatives, taxes | $ 1,112 | $ (909) | ||
Reclassification adjustment for realized (losses) gains, taxes | $ (86) | $ (641) | ||
Reclassification adjustment for realized (losses) gains, taxes | $ (132) | $ 220 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 396,848 | $ 509,265 |
Accounts receivable, net | 604,403 | 508,122 |
Prepaid expenses and other current assets | 151,328 | 170,243 |
Total current assets | 1,152,579 | 1,187,630 |
Property and equipment, net of accumulated depreciation of $1,671,342 and $1,524,795 | 708,579 | 790,372 |
Investments in joint ventures | 27,132 | 27,769 |
Goodwill | 2,551,736 | 2,552,369 |
Deferred income taxes | 30,869 | 24,322 |
Other assets, net | 718,286 | 610,671 |
Total assets | 5,770,071 | 5,806,381 |
Current liabilities | ||
Accounts payable | 174,999 | 165,227 |
Accrued compensation and related benefits | 86,738 | 112,866 |
Accrued subscriber incentives | 343,792 | 301,530 |
Deferred revenues | 124,568 | 80,902 |
Other accrued liabilities | 236,492 | 185,178 |
Current portion of debt | 82,661 | 68,435 |
Tax Receivable Agreement | 71,098 | 104,257 |
Total current liabilities | 1,120,348 | 1,018,395 |
Deferred income taxes | 113,649 | 135,753 |
Other noncurrent liabilities | 317,464 | 340,495 |
Long-term debt | 3,298,922 | 3,337,467 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity | ||
Common Stock: $0.01 par value; 450,000 authorized shares; 294,160 and 291,664 shares issued, 273,632 and 275,352 shares outstanding at June 30, 2019 and December 31, 2018, respectively | 2,942 | 2,917 |
Additional paid-in capital | 2,281,995 | 2,243,419 |
Treasury Stock, at cost, 20,528 and 16,312 shares at June 30, 2019 and December 31, 2018, respectively | (467,232) | (377,980) |
Retained deficit | (760,753) | (768,566) |
Accumulated other comprehensive loss | (144,416) | (132,724) |
Noncontrolling interest | 7,152 | 7,205 |
Total stockholders’ equity | 919,688 | 974,271 |
Total liabilities and stockholders’ equity | 5,770,071 | 5,806,381 |
Customer Relationships | ||
Current assets | ||
Finite lived intangible assets, net | 310,750 | 323,731 |
Other Intangible Assets | ||
Current assets | ||
Finite lived intangible assets, net | $ 270,140 | $ 289,517 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Accumulated depreciation on property and equipment | $ 1,671,342 | $ 1,524,795 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 450,000,000 | 450,000,000 |
Common stock, shares issued (in shares) | 294,160,000 | 291,664,000 |
Common stock, shares outstanding (in shares) | 273,632,000 | 275,352,000 |
Treasury stock, shares held (in shares) | 20,528,000 | 16,312,000 |
Customer Relationships | ||
Accumulated amortization | $ 722,456 | $ 709,824 |
Other Intangible Assets | ||
Accumulated amortization | $ 654,372 | $ 634,995 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operating Activities | ||
Net income | $ 87,206 | $ 182,567 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization | 208,290 | 204,819 |
Amortization of upfront incentive consideration | 38,974 | 39,117 |
Stock-based compensation expense | 33,989 | 26,200 |
Deferred income taxes | (14,140) | 57,538 |
Allowance for doubtful accounts | 13,613 | 3,152 |
Amortization of debt issuance costs | 1,986 | 1,995 |
Dividends received from joint venture investments | 1,164 | 981 |
Joint venture equity income | (946) | (2,122) |
Loss from discontinued operations | 102 | 447 |
Loss on extinguishment of debt | 0 | 633 |
Debt modification costs | 0 | 1,558 |
Other | (803) | 1,875 |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | (103,861) | (83,162) |
Prepaid expenses and other current assets | (4,000) | 9,777 |
Capitalized implementation costs | (15,202) | (21,597) |
Upfront incentive consideration | (35,236) | (43,463) |
Other assets | (2,162) | (16,867) |
Accrued compensation and related benefits | (23,675) | (30,683) |
Accounts payable and other accrued liabilities | 57,428 | (8,597) |
Deferred revenue including upfront solution fees | 14,934 | 17,671 |
Cash provided by operating activities | 257,661 | 341,839 |
Investing Activities | ||
Additions to property and equipment | (67,196) | (131,886) |
Other investing activities | (8,967) | 0 |
Cash used in investing activities | (76,163) | (131,886) |
Financing Activities | ||
Payments on Tax Receivable Agreement | (101,482) | (58,908) |
Repurchase of common stock | (77,636) | (26,281) |
Cash dividends paid to common stockholders | (76,875) | (77,053) |
Payments on borrowings from lenders | (23,655) | (23,655) |
Net (payments) receipts on the settlement of equity-based awards | (7,002) | 1,637 |
Debt issuance and modification costs | 0 | (1,567) |
Other financing activities | (6,325) | (15,698) |
Cash used in financing activities | (292,975) | (201,525) |
Cash Flows from Discontinued Operations | ||
Cash used in operating activities | (1,196) | (3,064) |
Cash used in discontinued operations | (1,196) | (3,064) |
Effect of exchange rate changes on cash and cash equivalents | 256 | 3,258 |
(Decrease) increase in cash and cash equivalents | (112,417) | 8,622 |
Cash and cash equivalents at beginning of period | 509,265 | 361,381 |
Cash and cash equivalents at end of period | $ 396,848 | $ 370,003 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid in Capital | Treasury Stock | Retained Earnings (Deficit) | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | |
Stockholders' equity, beginning balance at Dec. 31, 2017 | $ 698,500 | $ 2,891 | $ 2,174,187 | $ (341,846) | $ (1,053,446) | $ (88,484) | $ 5,198 | |
Stockholders' equity, beginning balance (in shares) at Mar. 31, 2018 | 290,912,048 | 15,180,325,000 | ||||||
Comprehensive income | 99,143 | 87,880 | 9,886 | 1,377 | ||||
Common stock dividends | [1] | (38,560) | (38,560) | |||||
Settlement of stock-based awards | (4,844) | $ 18 | 3,609 | $ (8,471) | ||||
Settlement of stock-based awards (in shares) | 1,774,147 | 384,599,000 | ||||||
Stock-based compensation expense | 12,605 | 12,605 | ||||||
Adoption of New Accounting Standards | 79,153 | 79,153 | ||||||
Stockholders' equity, ending balance at Mar. 31, 2018 | $ 845,997 | $ 2,909 | 2,190,401 | $ (350,317) | (924,973) | (78,598) | 6,575 | |
Stockholders' equity, ending balance (in shares) at Dec. 31, 2017 | 289,137,901 | 14,795,726,000 | ||||||
Common stock cash dividend paid per share (in dollars per share) | $ 0.14 | |||||||
Stockholders' equity, beginning balance at Dec. 31, 2017 | $ 698,500 | $ 2,891 | 2,174,187 | $ (341,846) | (1,053,446) | (88,484) | 5,198 | |
Stockholders' equity, beginning balance (in shares) at Jun. 30, 2018 | 291,396,516 | 16,271,601,000 | ||||||
Comprehensive income | 182,225 | |||||||
Stockholders' equity, ending balance at Jun. 30, 2018 | $ 881,525 | $ 2,914 | 2,210,820 | $ (377,000) | (848,948) | (111,125) | 4,864 | |
Stockholders' equity, ending balance (in shares) at Dec. 31, 2017 | 289,137,901 | 14,795,726,000 | ||||||
Common stock cash dividend paid per share (in dollars per share) | $ 0.14 | |||||||
Stockholders' equity, beginning balance at Mar. 31, 2018 | $ 845,997 | $ 2,909 | 2,190,401 | $ (350,317) | (924,973) | (78,598) | 6,575 | |
Stockholders' equity, beginning balance (in shares) at Jun. 30, 2018 | 291,396,516 | 16,271,601,000 | ||||||
Comprehensive income | 83,096 | |||||||
Comprehensive income, adjusted for accounting standards update | 60,822 | 92,245 | (32,527) | 1,104 | ||||
Common stock dividends | [1] | (38,494) | (38,494) | |||||
Repurchase of common stock | (26,281) | $ (26,281) | ||||||
Repurchase of common stock (in shares) | 1,075,255,000 | |||||||
Settlement of stock-based awards | 6,427 | $ 5 | 6,824 | $ (402) | ||||
Settlement of stock-based awards (in shares) | 484,468 | 16,021,000 | ||||||
Stock-based compensation expense | 13,595 | 13,595 | ||||||
Dividends paid to non-controlling interest on subsidiary common stock | (2,815) | (2,815) | ||||||
Adoption of New Accounting Standards | 22,274 | 22,274 | ||||||
Stockholders' equity, ending balance at Jun. 30, 2018 | $ 881,525 | $ 2,914 | 2,210,820 | $ (377,000) | (848,948) | (111,125) | 4,864 | |
Stockholders' equity, ending balance (in shares) at Mar. 31, 2018 | 290,912,048 | 15,180,325,000 | ||||||
Common stock cash dividend paid per share (in dollars per share) | $ 0.14 | |||||||
Stockholders' equity, beginning balance at Dec. 31, 2018 | $ 974,271 | $ 2,917 | 2,243,419 | $ (377,980) | (768,566) | (132,724) | 7,205 | |
Stockholders' equity, beginning balance (in shares) at Mar. 31, 2019 | 293,909,061 | 18,280,416 | ||||||
Comprehensive income | 53,216 | 56,850 | (4,528) | 894 | ||||
Common stock dividends | [2] | (38,594) | (38,594) | |||||
Repurchase of common stock | (32,146) | $ (32,146) | ||||||
Repurchase of common stock (in shares) | 1,491,521 | |||||||
Settlement of stock-based awards | (6,842) | $ 22 | 3,311 | $ (10,175) | ||||
Settlement of stock-based awards (in shares) | 2,245,107 | 477,357 | ||||||
Stock-based compensation expense | 15,694 | 15,694 | ||||||
Stockholders' equity, ending balance at Mar. 31, 2019 | $ 965,599 | $ 2,939 | 2,262,424 | $ (420,301) | (750,310) | (137,252) | 8,099 | |
Stockholders' equity, ending balance (in shares) at Dec. 31, 2018 | 291,664,000 | 291,663,954 | 16,311,538 | |||||
Common stock cash dividend paid per share (in dollars per share) | $ 0.14 | |||||||
Stockholders' equity, beginning balance at Dec. 31, 2018 | $ 974,271 | $ 2,917 | 2,243,419 | $ (377,980) | (768,566) | (132,724) | 7,205 | |
Stockholders' equity, beginning balance (in shares) at Jun. 30, 2019 | 294,160,000 | 294,159,564 | 20,527,812 | |||||
Comprehensive income | $ 75,514 | |||||||
Repurchase of common stock (in shares) | 3,673,768 | |||||||
Stockholders' equity, ending balance at Jun. 30, 2019 | $ 919,688 | $ 2,942 | 2,281,995 | $ (467,232) | (760,753) | (144,416) | 7,152 | |
Stockholders' equity, ending balance (in shares) at Dec. 31, 2018 | 291,664,000 | 291,663,954 | 16,311,538 | |||||
Common stock cash dividend paid per share (in dollars per share) | $ 0.14 | |||||||
Stockholders' equity, beginning balance at Mar. 31, 2019 | $ 965,599 | $ 2,939 | 2,262,424 | $ (420,301) | (750,310) | (137,252) | 8,099 | |
Stockholders' equity, beginning balance (in shares) at Jun. 30, 2019 | 294,160,000 | 294,159,564 | 20,527,812 | |||||
Comprehensive income | $ 22,280 | 27,838 | (7,164) | 1,606 | ||||
Common stock dividends | [2] | (38,281) | (38,281) | |||||
Repurchase of common stock | (45,490) | $ (45,490) | ||||||
Repurchase of common stock (in shares) | 2,182,247 | |||||||
Settlement of stock-based awards | (162) | $ 3 | 1,276 | $ (1,441) | ||||
Settlement of stock-based awards (in shares) | 250,503 | 65,149 | ||||||
Stock-based compensation expense | 18,295 | 18,295 | ||||||
Dividends paid to non-controlling interest on subsidiary common stock | (2,553) | (2,553) | ||||||
Stockholders' equity, ending balance at Jun. 30, 2019 | $ 919,688 | $ 2,942 | $ 2,281,995 | $ (467,232) | $ (760,753) | $ (144,416) | $ 7,152 | |
Stockholders' equity, ending balance (in shares) at Mar. 31, 2019 | 293,909,061 | 18,280,416 | ||||||
Common stock cash dividend paid per share (in dollars per share) | $ 0.14 | |||||||
[1] | A quarterly cash dividend of $0.14 per share on our common stock. | |||||||
[2] | A quarterly cash dividend of $0.14 per share on our common stock. |
General Information
General Information | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
General Information | 1. General Information Sabre Corporation is a Delaware corporation formed in December 2006. On March 30, 2007, Sabre Corporation acquired Sabre Holdings Corporation (“Sabre Holdings”). Sabre Holdings is the sole subsidiary of Sabre Corporation. Sabre GLBL Inc. ("Sabre GLBL") is the principal operating subsidiary and sole direct subsidiary of Sabre Holdings. Sabre GLBL or its direct or indirect subsidiaries conduct all of our businesses. In these consolidated financial statements, references to “Sabre,” the “Company,” “we,” “our,” “ours” and “us” refer to Sabre Corporation and its consolidated subsidiaries unless otherwise stated or the context otherwise requires. We connect people and places with technology that reimagines the business of travel. We operate our business and present our results through three business segments: (i) Travel Network, our global travel marketplace for travel suppliers and travel buyers, (ii) Airline Solutions, a broad portfolio of software technology products and solutions primarily for airlines, and (iii) Hospitality Solutions, an extensive suite of leading software solutions for hoteliers. Basis of Presentation— The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2019 . The accompanying interim financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 15, 2019 . We consolidate all majority-owned subsidiaries and companies over which we exercise control through majority voting rights. No entities are consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The consolidated financial statements include our accounts after elimination of all significant intercompany balances and transactions. All dollar amounts in the financial statements and the tables in the notes, except per share amounts, are stated in thousands of U.S. dollars unless otherwise indicated. All amounts in the notes reference results from continuing operations unless otherwise indicated. Use of Estimates —The preparation of these interim financial statements in conformity with GAAP requires that certain amounts be recorded based on estimates and assumptions made by management. Actual results could differ from these estimates and assumptions. Our accounting policies that utilize significant estimates and assumptions include: (i) estimation for revenue recognition and multiple performance obligation arrangements, (ii) determination of the fair value of assets and liabilities acquired in a business combination, (iii) the evaluation of the recoverability of the carrying value of long-lived assets and goodwill, (iv) assumptions utilized to test recoverability of capitalized implementation costs, (v) judgments in capitalization of software developed for internal use and (vi) the evaluation of uncertainties surrounding the calculation of our tax assets and liabilities. Our use of estimates and the related accounting policies are discussed in the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 15, 2019 . Additionally, see Note 2. Revenue from Contracts with Customers for additional information on the use of significant estimates and assumptions in recognizing revenue. Stockholders’ Equity— During the six months ended June 30, 2019 , we issued 2,495,610 shares of our common stock as a result of the exercise and settlement of employee equity-based awards. In addition, we had $7 million in payments from the exercise of employee stock-based awards consisting of $5 million in proceeds from the exercise of employee stock options, net of a $12 million payment of income tax withholdings associated with the settlement of stock-based awards. We paid quarterly cash dividends on our common stock of $0.14 per share, totaling $77 million , during each of the six months ended June 30, 2019 and 2018 . Share Repurchase Program— In February 2017, we announced the approval of a multi-year share repurchase program (the "Share Repurchase Program") to purchase up to $500 million of Sabre's common stock outstanding. Repurchases under the Share Repurchase Program may take place in the open market or privately negotiated transactions. For the six months ended June 30, 2019 , we repurchased 3,673,768 shares totaling $78 million pursuant to the Share Repurchase Program. Approximately $287 million remains authorized for repurchases under the Share Repurchase Program as of June 30, 2019 . Adoption of New Accounting Standards In October 2018, the Financial Accounting Standards Board ("FASB") issued updated guidance that permits use of the Overnight Index Swap ("OIS") rate based on the Secured Overnight Financing Rate ("SOFR") as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815 in addition to the Direct Treasury obligations of the U.S. government, the London Interbank Offered Rate ("LIBOR") swap rate, the OIS rate based on the Fed Funds Effective Rate, and the Securities Industry and Financial Markets Association Municipal Swap Rate. We adopted this standard in the first quarter of 2019, which did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued updated guidance requiring organizations that lease assets—referred to as "lessees"—to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases, when the lease has a term of more than 12 months. The updated standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. In the first quarter of 2019, we adopted the new standard using the modified retrospective approach and elected the package of practical expedients and the hindsight practical expedient. See Note 9. Leases for more information on the impacts from adoption and ongoing considerations. Recent Accounting Pronouncements In August 2018, the FASB issued updated guidance on customer's accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. Under this updated standard, a customer in a cloud-computing arrangement that is a service contract is required to follow guidance on software developed for internal use to determine which implementation costs to capitalize as assets or expense as incurred. This standard aligns the accounting for implementation costs for hosting arrangements, regardless of whether they convey a license to the hosted software. The standard requires that capitalized implementation costs related to a hosting arrangement that is a service contract be amortized over the term of the hosting arrangement, beginning when the component of the hosting arrangement is ready for its intended use, similar to requirements in guidance on software developed for internal use. In addition, costs incurred during the preliminary project and post-implementation phases are expensed as they are incurred. The updated standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. We do not expect the adoption of this standard will have a material impact to our consolidated financial statements. In June 2016, the FASB issued updated guidance for the measurement of credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. Under this updated standard, the current "incurred loss" approach is replaced with an "expected loss" model for instruments measured at amortized cost. For available-for-sale debt securities, allowances for losses will now be required rather than reducing the instruments carrying value. The updated standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | 2. Revenue from Contracts with Customers Contract Balances Revenue recognition for a significant portion of our revenue coincides with normal billing terms, including Travel Network's transactional revenues, and Airline Solutions' and Hospitality Solutions' Software-as-a-Service ("SaaS") and hosted revenues. Timing differences among revenue recognition, unconditional rights to bill, and receipt of contract consideration may result in contract assets or contract liabilities. The following table presents our assets and liabilities with customers as of June 30, 2019 and December 31, 2018 (in thousands): Account Consolidated Balance Sheet Location June 30, 2019 December 31, 2018 Contract assets and customer advances and discounts (1) Prepaid expenses and other current assets / other assets, net $ 115,643 $ 79,268 Trade and unbilled receivables, net Accounts receivable, net 596,597 501,467 Long-term trade unbilled receivables, net Other assets, net 54,169 50,467 Contract liabilities Deferred revenues / other noncurrent liabilities 197,331 165,858 ________________________________ (1) Includes contract assets of $7 million and $4 million at June 30, 2019 and December 31, 2018 , respectively. During the six months ended June 30, 2019 , we recognized revenue of approximately $35 million from contract liabilities that existed as of January 1, 2019. Our long-term trade unbilled receivables, net relate to license fees billed ratably over the contractual period and recognized when the customer gains control of the software. We evaluate collectability of our accounts receivable based on a combination of factors and record reserves as reflected in Note 1. Summary of Business and Significant Accounting Policies in our consolidated financial statements in our Annual Report on Form 10-K filed with the SEC on February 15, 2019. Revenue The following table presents our revenues disaggregated by business (in thousands): Three Months Ended Six Months Ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Air $ 584,424 $ 587,386 $ 1,224,902 $ 1,180,631 Lodging, Ground and Sea 96,969 91,914 187,256 176,031 Other 43,239 40,385 86,442 84,159 Total Travel Network 724,632 719,685 1,498,600 1,440,821 SabreSonic Passenger Reservation System 126,236 130,156 253,464 250,178 Commercial and Operations Solutions 84,230 73,466 167,788 158,560 Other 1,367 1,200 3,508 2,687 Total Airline Solutions 211,833 204,822 424,760 411,425 SynXis Software and Services 64,798 59,945 129,012 120,215 Other 9,078 8,369 17,695 16,227 Total Hospitality Solutions 73,876 68,314 146,707 136,442 Eliminations (10,335 ) (8,445 ) (20,700 ) (15,943 ) Total Sabre Revenue $ 1,000,006 $ 984,376 $ 2,049,367 $ 1,972,745 We may occasionally recognize revenue in the current period for performance obligations partially or fully satisfied in the previous periods resulting from changes in estimates for the transaction price, including any changes to our assessment of whether an estimate of variable consideration is constrained. For the six months ended June 30, 2019 , the impact on revenue recognized in the current period, from performance obligations partially or fully satisfied in the previous period, is immaterial. We recognize revenue under long-term contracts that primarily includes variable consideration based on transactions processed. A majority of our consolidated revenue is recognized as a stand-ready performance obligation with the amount recognized based on the invoiced amounts for services performed, known as right to invoice revenue recognition. Certain of our contracts, primarily in the Airlines Solutions business, contain minimum transaction volumes, which in many instances are not considered substantive as the customer is expected to exceed the minimum in the contract. Unearned performance obligations primarily consist of deferred revenue for fixed implementation fees and future product implementations, which are included in deferred revenue and other noncurrent liabilities in our consolidated balance sheet. We have not disclosed the performance obligation related to contracts containing minimum transaction volume, as it represents a subset of our business, and therefore would not be meaningful in understanding the total future revenues expected to be earned from our long term contracts. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 3. Income Taxes Our effective tax rates for the six months ended June 30, 2019 and 2018 were 22% and 17% , respectively. The increase in the effective tax rate for the six months ended June 30, 2019 as compared to the same period in 2018 was primarily due to a deferred tax benefit recognized in the second quarter of 2018 and the unfavorable impact of our geographic mix of taxable income, offset by an increase in net favorable U.S. tax permanent differences. The deferred tax benefit recognized in the second quarter of 2018 was recorded as a result of our decision to elect to utilize our net operating loss carryforwards (“NOLs”) to offset the impacts of the transition tax imposed by U.S. tax reform. The difference between our effective tax rates and the U.S. federal statutory income tax rate primarily results from our geographic mix of taxable income in various tax jurisdictions, tax permanent differences, and tax credits. We recognize liabilities when we believe that an uncertain tax position may not be fully sustained upon examination by the tax authorities. This evaluation requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. When facts and circumstances change, we reassess these probabilities and record any changes in the consolidated financial statements as appropriate. In the three and six months ended June 30, 2019 , we recognized tax benefits of $14 million and $15 million , respectively, associated with the net reversal of income tax reserves across our jurisdictions. Our net unrecognized tax benefits, excluding interest and penalties, included in our consolidated balance sheets, were $51 million and $69 million as of June 30, 2019 and December 31, 2018 , respectively. Tax Receivable Agreement Immediately prior to the closing of our initial public offering in April 2014, we entered into the Tax Receivable Agreement (the "TRA"), which provides the right to receive future payments from us to stockholders and equity award holders that were our stockholders and equity award holders, respectively, immediately prior to the closing of our initial public offering (collectively, the “Pre-IPO Existing Stockholders”). The future payments will equal 85% of the amount of cash savings, if any, in U.S. federal income tax that we and our subsidiaries realize as a result of the utilization of certain tax assets attributable to periods prior to our initial public offering, including NOLs, capital losses and the ability to realize tax amortization of certain intangible assets (collectively, the “Pre-IPO Tax Assets”). Consequently, stockholders who are not Pre-IPO Existing Stockholders will only be entitled to the economic benefit of the Pre-IPO Tax Assets to the extent of our continuing 15% interest in those assets. These payment obligations are our obligations and not obligations of any of our subsidiaries. The actual utilization of the Pre-IPO Tax Assets, as well as the timing of any payments under the TRA, will vary depending upon a number of factors, including the amount, character and timing of our and our subsidiaries’ taxable income in the future. As of June 30, 2019 and December 31, 2018 , the current portion of our TRA liability totaled $71 million and $104 million , respectively. As of June 30, 2019 and December 31, 2018 , $1 million and $73 million , respectively, are included in other noncurrent liabilities in our consolidated balance sheets. We expect a majority of the future payments under the TRA to be made by January 2020. No payments occurred in years 2014 to 2016. We made payments of $105 million and $60 million in 2019 and 2018, respectively, which included accrued interest of approximately $3 million and $1 million in the same respective periods. Payments under the TRA are not conditioned upon the parties’ continuing ownership of the company. Changes in the utility of the Pre-IPO Tax Assets will impact the amount of the liability recorded in respect of the TRA. Changes in the utility of these Pre-IPO Tax Assets are recorded in income tax expense and any changes in the obligation under the TRA are recorded in other expense. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | 4. Debt As of June 30, 2019 and December 31, 2018 , our outstanding debt included in our consolidated balance sheets totaled $3,382 million and $3,406 million , respectively, which are net of debt issuance costs of $16 million and $18 million , respectively, and unamortized discounts of $7 million for each period represented. The following table sets forth the face values of our outstanding debt as of June 30, 2019 and December 31, 2018 (in thousands): Rate Maturity June 30, 2019 December 31, 2018 Senior secured credit facilities: Term Loan A L + 2.00% July 2022 $ 513,000 $ 527,250 Term Loan B L + 2.00% February 2024 1,852,832 1,862,237 Revolver, $400 million L + 2.00% July 2022 — — 5.375% senior secured notes due 2023 5.375% April 2023 530,000 530,000 5.25% senior secured notes due 2023 5.25% November 2023 500,000 500,000 Finance lease obligations 8,922 12,368 Face value of total debt outstanding 3,404,754 3,431,855 Less current portion of debt outstanding (82,661 ) (68,435 ) Face value of long-term debt outstanding $ 3,322,093 $ 3,363,420 Senior Secured Credit Facilities In February 2013, Sabre GLBL entered into the Amended and Restated Credit Agreement. The agreement replaced (i) the existing term loans with new classes of term loans of $1,775 million (the “2013 Term Loan B”) and $425 million (the “2013 Term Loan C”) and (ii) the existing revolving credit facility with a new revolving credit facility of $352 million (the “2013 Revolver”). In September 2013, Sabre GLBL entered into an agreement to amend the Amended and Restated Credit Agreement to add a new class of term loans in the amount of $350 million (the “2013 Incremental Term Loan Facility”). In July 2016, Sabre GLBL entered into a series of amendments (the “Credit Agreement Amendments”) to our Amended and Restated Credit Agreement to provide for an incremental term loan under a new class with an aggregate principal amount of $600 million (the “2016 Term Loan A”) and to replace the 2013 Revolver with a new revolving credit facility totaling $400 million (the “2016 Revolver”). The proceeds of $597 million , net of $3 million discount, from the 2016 Term Loan A, were used to repay $350 million of outstanding principal on our 2013 Term Loan B and 2013 Incremental Term Loan Facility, on a pro rata basis, repay the $120 million then-outstanding balance on the 2016 Revolver, and pay $11 million in associated financing fees. On February 22, 2017, Sabre GLBL entered into a Third Incremental Term Facility Amendment to our Amended and Restated Credit Agreement (the “2017 Term Facility Amendment”). The new agreement replaced the 2013 Term Loan B, 2013 Incremental Term Loan Facility and 2013 Term Loan C with a single class of term loan (the "2017 Term Loan B") with an aggregate principal amount of $1,900 million maturing on February 22, 2024. The proceeds of $1,898 million , net of $2 million discount on the 2017 Term Loan B, were used to pay off approximately $1,761 million of all existing classes of outstanding term loans (other than the 2016 Term Loan A), pay related accrued interest and pay $12 million in associated financing fees, which were recorded as debt modification costs in Other, net in the consolidated statement of operations during the three months ended March 31, 2017. The remaining proceeds of the 2017 Term Loan B were used to pay off approximately $80 million of Sabre’s outstanding mortgage on its corporate headquarters on March 31, 2017, and for other general corporate purposes. Unamortized debt issuance costs and discount related to existing classes of outstanding term loans prior to the 2017 Term Facility Amendment of $9 million and $3 million , respectively, will continue to be amortized over the remaining term of the 2017 Term Loan B along with the Term Loan B discount of $2 million . See Note 5. Derivatives for information regarding the discontinuation of hedge accounting related to our existing interest rate swaps as a result of the 2017 Term Facility Amendment. On August 23, 2017, Sabre GLBL entered into a Fourth Incremental Term Facility Amendment to our Amended and Restated Credit Agreement, Term Loan A Refinancing Amendment to the Credit Agreement, and Second Revolving Facility Refinancing Amendment to the Credit Agreement to refinance and modify the terms of the 2017 Term Loan B, the 2016 Term Loan A, and the 2016 Revolver, resulting in a reduction of the applicable margins for each of these instruments and approximately a one -year extension of the maturity of the 2016 Term Loan A and 2016 Revolver (the “2017 Refinancing”). We incurred no additional indebtedness as a result of the 2017 Refinancing. The 2017 Refinancing included a $400 million revolving credit facility ("Revolver") that replaced the 2016 Revolver, as well as the application of the proceeds of the approximately $1,891 million incremental Term Loan B facility (“Term Loan B”) and $570 million Term Loan A facility (“Term Loan A”) to replace the 2017 Term Loan B and the 2016 Term Loan A. The maturity of the Revolver and the Term Loan A was extended from July 18, 2021 to July 1, 2022. The applicable margins for the Term Loan B were reduced to 2.25% per annum for Eurocurrency rate loans and 1.25% per annum for base rate loans. The applicable margins for the Term Loan A and the Revolver were reduced to (i) between 2.50% and 1.75% per annum for Eurocurrency rate loans and (ii) between 1.50% and 0.75% per annum for base rate loans, in each case with the applicable margin for any quarter reduced by 25 basis points (up to 75 basis points total) if the Senior Secured First-Lien Net Leverage Ratio (as defined in the Amended and Restated Credit Agreement) is less than 3.75 to 1.0, 3.00 to 1.0, or 2.25 to 1.0, respectively. On March 2, 2018, Sabre GLBL entered into a Fifth Incremental Term Facility Amendment to our Amended and Restated Credit Agreement to refinance and modify the terms of the Term Loan B, resulting in a reduction of the applicable margins for the Term Loan B to 2.00% per annum for Eurocurrency rate loans and 1.00% per annum for base rate loans. We incurred no additional indebtedness as a result of this transaction and incurred $2 million in financing fees recorded within Other, net and a $1 million loss on extinguishment of debt, in our consolidated results of operations during the six months ended June 30, 2018. Under the Amended and Restated Credit Agreement, the loan parties are subject to certain customary non-financial covenants, including certain restrictions on incurring certain types of indebtedness, creation of liens on certain assets, making of certain investments, and payment of dividends, as well as a maximum leverage ratio. Pursuant to Credit Agreement Amendments, effective July 18, 2016, the maximum leverage ratio has been adjusted to be based on the Total Net Leverage Ratio (as defined in the Amended and Restated Credit Agreement) and we are required, at all times (no longer solely when a threshold amount of revolving loans or letters of credit were outstanding), to maintain a Total Net Leverage Ratio of less than 4.5 to 1.0. As of June 30, 2019, we are in compliance with all covenants under the Amended and Restated Credit Agreement. We had no balance outstanding under the Revolver as of June 30, 2019 and as of December 31, 2018 . We had outstanding letters of credit totaling $12 million and $15 million as of June 30, 2019 and December 31, 2018 |
Derivatives
Derivatives | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | 5. Derivatives Hedging Objectives —We are exposed to certain risks relating to ongoing business operations. The primary risks managed by using derivative instruments are foreign currency exchange rate risk and interest rate risk. Forward contracts on various foreign currencies are entered into to manage the foreign currency exchange rate risk on operational expenditures' exposure denominated in foreign currencies. Interest rate swaps are entered into to manage interest rate risk associated with our floating-rate borrowings. In accordance with authoritative guidance on accounting for derivatives and hedging, we designate foreign currency forward contracts as cash flow hedges on operational exposure and certain interest rate swaps as cash flow hedges of floating-rate borrowings. Cash Flow Hedging Strategy —To protect against the reduction in value of forecasted foreign currency cash flows, we hedge portions of our revenues and expenses denominated in foreign currencies with forward contracts. For example, when the dollar strengthens significantly against the foreign currencies, the decline in present value of future foreign currency expense is offset by losses in the fair value of the forward contracts designated as hedges. Conversely, when the dollar weakens, the increase in the present value of future foreign currency expense is offset by gains in the fair value of the forward contracts. We enter into interest rate swap agreements to manage interest rate risk exposure. The interest rate swap agreements modify our exposure to interest rate risk by converting floating-rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense and net earnings. These agreements involve the receipt of floating rate amounts in exchange for fixed rate interest payments over the life of the agreements without an exchange of the underlying principal amount. For derivative instruments that are designated and qualify as cash flow hedges, the effective and ineffective portions of the gain or loss on the derivative instruments, and the hedge components excluded from the assessment of effectiveness, are reported as a component of other comprehensive income (loss) (“OCI”). Such items are reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. Derivatives not designated as hedging instruments are carried at fair value with changes in fair value reflected in Other, net in the consolidated statement of operations. Forward Contracts —In order to hedge our operational expenditures' exposure to foreign currency movements, we are a party to certain foreign currency forward contracts that extend until June 2020. We have designated these instruments as cash flow hedges. No hedging ineffectiveness was recorded in earnings relating to the forward contracts during the three and six months ended June 30, 2019 and 2018 . As of June 30, 2019 , we estimate that $1 million in gains will be reclassified from OCI to earnings over the next 12 months. As of June 30, 2019 and December 31, 2018 , we had the following unsettled purchased foreign currency forward contracts that were entered into to hedge our operational exposure to foreign currency movements (in thousands, except for average contract rates): Outstanding Notional Amounts as of June 30, 2019 Buy Currency Sell Currency Foreign Amount USD Amount Average Polish Zloty US Dollar 242,500 65,077 0.2684 Singapore Dollar US Dollar 58,900 43,500 0.7385 British Pound Sterling US Dollar 18,050 23,764 1.3166 Indian Rupee US Dollar 2,730,000 37,472 0.0139 Australian Dollar US Dollar 20,100 14,341 0.7135 Swedish Krona US Dollar 48,300 5,411 0.1120 Brazilian Real US Dollar 3,800 874 0.2448 Outstanding Notional Amounts as of December 31, 2018 Buy Currency Sell Currency Foreign Amount USD Amount Average Polish Zloty US Dollar 232,500 64,281 0.2765 Singapore Dollar US Dollar 59,800 44,504 0.7442 British Pound Sterling US Dollar 19,600 26,525 1.3533 Indian Rupee US Dollar 2,880,000 39,956 0.0139 Australian Dollar US Dollar 23,950 17,674 0.7379 Swedish Krona US Dollar 48,250 5,678 0.1177 Brazilian Real US Dollar 14,300 3,753 0.2615 Interest Rate Swap Contracts —Interest rate swaps outstanding during the six months ended June 30, 2019 and 2018 are as follows: Notional Amount Interest Rate Interest Rate Paid Effective Date Maturity Date Designated as Hedging Instrument $750 million 1 month LIBOR (2) 1.65% December 29, 2017 December 31, 2018 $1,350 million 1 month LIBOR (2) 2.27% December 31, 2018 December 31, 2019 $1,200 million 1 month LIBOR (2) 2.19% December 31, 2019 December 31, 2020 $600 million 1 month LIBOR (2) 2.81% December 31, 2020 December 31, 2021 Not Designated as Hedging Instrument (1) $750 million 1 month LIBOR (3) 2.61% December 29, 2017 December 31, 2018 $750 million 1.67% 1 month LIBOR December 29, 2017 December 31, 2018 ______________________ (1) Subject to a 1% floor. (2) Subject to a 0% floor. (3) As of February 22, 2017. As a result of the 2017 Term Facility Amendment in the first quarter of 2017, we discontinued hedge accounting for our existing swap agreements as of February 22, 2017. Accumulated losses of $14 million in other comprehensive income as of the date hedge accounting was discontinued is amortized into interest expense through the maturity date of the respective swap agreements, and interest rate swap payments made are recorded in Other, net in the consolidated statement of operations. Losses reclassified from other comprehensive income to interest expense related to the derivatives that no longer qualified for hedge accounting were $2 million and $4 million for the three and six months ended June 30, 2018, respectively, and were fully amortized as of December 31, 2018. We also entered into new interest rate swaps with offsetting terms that are not designated as hedging instruments. Adjustments to the fair value of interest rate swaps not designated as hedging instruments did not have a material impact to our consolidated results of operations for the three and six months ended June 30, 2018 . We had no undesignated derivatives as of June 30, 2019 . In connection with the 2017 Term Facility Amendment, we entered into forward starting interest rate swaps effective March 31, 2017 to hedge the interest payments associated with $750 million of the floating-rate 2017 Term Loan B. The total notional amount outstanding is $750 million for the years 2018 and 2019. In September 2017, we entered into forward starting interest rate swaps to hedge the interest payments associated with $750 million of the floating-rate Term Loan B. The total notional outstanding of $750 million becomes effective December 31, 2019 and extends through the full year 2020. In April 2018, we entered into forward starting interest rate swaps to hedge the interest payments associated with $600 million , $300 million and $450 million of the floating-rate Term Loan B related to years 2019, 2020 and 2021, respectively. In December 2018, we entered into forward starting interest rate swaps to hedge the interest payments associated with $150 million of the floating-rate Term Loan B for the years 2020 and 2021. We have designated these swaps as cash flow hedges. The estimated fair values of our derivatives designated as hedging instruments as of June 30, 2019 and December 31, 2018 are as follows (in thousands): Derivative Assets (Liabilities) Fair Value as of Derivatives Designated as Hedging Instruments Consolidated Balance Sheet Location June 30, 2019 December 31, 2018 Foreign exchange contracts Prepaid expenses and other current assets $ 594 $ — Foreign exchange contracts Other accrued liabilities — (4,285 ) Interest rate swaps Prepaid expenses and other current assets — 3,674 Interest rate swaps Other assets, net — 295 Interest rate swaps Other accrued liabilities (4,752 ) — Interest rate swaps Other noncurrent liabilities (11,763 ) — $ (15,921 ) $ (316 ) The effects of derivative instruments, net of taxes, on OCI for the three and six months ended June 30, 2019 and 2018 are as follows (in thousands): Amount of (Loss) Gain Recognized in OCI on Derivative, Effective Portion Three Months Ended June 30, Six Months Ended June 30, Derivatives in Cash Flow Hedging Relationships 2019 2018 2019 2018 Foreign exchange contracts $ 565 $ (8,653 ) $ 311 $ (6,290 ) Interest rate swaps (9,739 ) 3,427 (14,894 ) 8,976 Total $ (9,174 ) $ (5,226 ) $ (14,583 ) $ 2,686 Amount of Loss (Gain) Reclassified from Accumulated OCI into Income, Effective Portion Derivatives in Cash Flow Hedging Relationships Income Statement Location Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Foreign exchange contracts Cost of revenue $ 844 $ (1,042 ) $ 3,566 $ (4,353 ) Interest rate swaps Interest expense, net (537 ) 1,086 (1,056 ) 2,648 Total $ 307 $ 44 $ 2,510 $ (1,705 ) |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability. Guidance on fair value measurements and disclosures establishes a valuation hierarchy for disclosure of inputs used in measuring fair value defined as follows: Level 1-Inputs are unadjusted quoted prices that are available in active markets for identical assets or liabilities. Level 2-Inputs include quoted prices for similar assets and liabilities in active markets and quoted prices in non-active markets, inputs other than quoted prices that are observable, and inputs that are not directly observable, but are corroborated by observable market data. Level 3-Inputs that are unobservable and are supported by little or no market activity and reflect the use of significant management judgment. The classification of a financial asset or liability within the hierarchy is determined based on the least reliable level of input that is significant to the fair value measurement. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We also consider the counterparty and our own non-performance risk in our assessment of fair value. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis Foreign Currency Forward Contracts —The fair value of the foreign currency forward contracts is estimated based upon pricing models that utilize Level 2 inputs derived from or corroborated by observable market data such as currency spot and forward rates. Interest Rate Swaps— The fair value of our interest rate swaps is estimated using a combined income and market-based valuation methodology based upon Level 2 inputs, including credit ratings and forward interest rate yield curves obtained from independent pricing services reflecting broker market quotes. The following tables present our assets (liabilities) that are required to be measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018 (in thousands): Fair Value at Reporting Date Using June 30, 2019 Level 1 Level 2 Level 3 Derivatives: Foreign currency forward contracts $ 594 $ — $ 594 $ — Interest rate swap contracts (16,515 ) — (16,515 ) — Total $ (15,921 ) $ — $ (15,921 ) $ — Fair Value at Reporting Date Using December 31, 2018 Level 1 Level 2 Level 3 Derivatives: Foreign currency forward contracts $ (4,285 ) $ — $ (4,285 ) $ — Interest rate swap contracts 3,969 — 3,969 — Total $ (316 ) $ — $ (316 ) $ — There were no transfers between Levels 1 and 2 within the fair value hierarchy for the three and six months ended June 30, 2019 . Other Financial Instruments The carrying value of our financial instruments including cash and cash equivalents, and accounts receivable approximates their fair values. The fair values of our senior secured notes due 2023 and term loans under our Amended and Restated Credit Agreement are determined based on quoted market prices for a similar liability when traded as an asset in an active market, a Level 2 input. The following table presents the fair value and carrying value of our senior notes and borrowings under our senior secured credit facilities as of June 30, 2019 and December 31, 2018 (in thousands): Fair Value at Carrying Value at (1) Financial Instrument June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 Term Loan A $ 510,435 $ 520,000 $ 511,541 $ 525,514 Term Loan B 1,850,516 1,798,233 1,847,611 1,856,496 Revolver, $400 million — — — — 5.375% Senior secured notes due 2023 543,780 529,799 530,000 530,000 5.25% Senior secured notes due 2023 515,320 495,248 500,000 500,000 ______________________________ (1) Excludes net unamortized debt issuance costs. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 7. Accumulated Other Comprehensive Income (Loss) As of June 30, 2019 and December 31, 2018 , the components of accumulated other comprehensive income (loss), net of related deferred income taxes, are as follows (in thousands): June 30, 2019 December 31, 2018 Defined benefit pension and other post retirement benefit plans $ (137,541 ) $ (139,430 ) Unrealized foreign currency translation gain 5,694 7,201 Unrealized loss on foreign currency forward contracts and interest rate swaps (12,569 ) (495 ) Total accumulated other comprehensive loss, net of tax $ (144,416 ) $ (132,724 ) The amortization of actuarial losses and periodic service credits associated with our retirement-related benefit plans is primarily included in other, net in the consolidated statements of operations. See Note 5. Derivatives , for information on the income statement line items affected as the result of reclassification adjustments associated with derivatives. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 8. Earnings Per Share The following table reconciles the numerators and denominators used in the computations of basic and diluted earnings per share from continuing operations (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Numerator: Income from continuing operations $ 28,094 $ 92,565 $ 87,308 $ 183,014 Less: Net income attributable to noncontrolling interests 1,606 1,079 2,518 2,441 Net income from continuing operations available to common stockholders, basic and diluted $ 26,488 $ 91,486 $ 84,790 $ 180,573 Denominator: Basic weighted-average common shares outstanding 274,245 275,715 274,911 275,220 Add: Dilutive effect of stock options and restricted stock awards 1,238 1,465 1,685 1,345 Diluted weighted-average common shares outstanding 275,483 277,180 276,596 276,565 Earnings per share from continuing operations: Basic $ 0.10 $ 0.33 $ 0.31 $ 0.66 Diluted $ 0.10 $ 0.33 $ 0.31 $ 0.65 Basic earnings per share are based on the weighted-average number of common shares outstanding during each period. Diluted earnings per share are based on the weighted-average number of common shares outstanding plus the effect of all dilutive common stock equivalents during each period. The calculation of diluted weighted-average shares excludes the impact of 2 million and 1 million of anti-dilutive common stock equivalents for each of the three and six months ended June 30, 2019 , respectively, and 4 million of anti-dilutive common stock equivalents for each of the three and six months ended June 30, 2018 . |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | 9. Leases In the first quarter of 2019, we adopted ASC 842, Leases, which replaced the previous accounting standard, ASC 840. The new lease standard is a right-of-use model, requiring most lessee agreements to be recorded on the balance sheet. The intent of the standard is to provide greater transparency about lessee obligations and activities. The primary impact to our financial statements is that most operating leases are recorded on our consolidated balance sheet and enhanced disclosures are required for both operating and finance leases. As permitted by ASC 842, our accounting policy is to evaluate lessee agreements with a minimum term greater than one year for recording on the balance sheet. We adopted the standard using the modified retrospective approach, as of January 1, 2019. Prior year's financial results were not restated. On the adoption date, we recorded a right-of-use asset for $72 million in other assets, net, with a corresponding offset to other accrued liabilities and other noncurrent liabilities for $25 million and $47 million , respectively. There was no impact to retained deficit from adoption of the new standard. The following table presents the components of lease expense (in thousands): Three Months Ended June 30, 2019 Six Months Ended Operating lease cost $ 6,546 $ 12,887 Finance lease cost: Amortization of right-of-use assets $ 1,785 $ 3,571 Interest on lease liabilities 122 265 Total finance lease cost $ 1,907 $ 3,836 The following table presents supplemental cash flow information related to leases (in thousands): Six Months Ended Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 13,184 Operating cash flows used in finance leases 265 Financing cash flows used in finance leases 3,446 Right-of-use assets obtained in exchange for lease obligations: Operating leases 15,232 Finance leases — The following table presents supplemental balance sheet information related to leases (in thousands): June 30, 2019 Operating Leases Operating lease right-of-use assets $ 69,130 Other accrued liabilities 25,365 Other noncurrent liabilities 50,125 Total operating lease liabilities $ 75,490 Finance Leases Property and equipment $ 34,952 Accumulated depreciation (23,693 ) Property and equipment, net $ 11,259 Other accrued liabilities $ 6,851 Other noncurrent liabilities 2,071 Total finance lease liabilities $ 8,922 The following table presents other supplemental information related to leases: June 30, 2019 Weighted Average Remaining Lease Term (in years) Operating leases 4.8 Finance leases 1.1 Weighted Average Discount Rate Operating leases 5.2 % Finance leases 4.7 % Our leases have remaining minimum terms that range between one and nine years. Some of our leases include options to extend for up to five additional years; others include options to terminate the agreement within three years. Future minimum lease payments under non-cancellable leases as of June 30, 2019 are as follows (in thousands): Year Ending December 31, Operating Leases Finance Leases 2019 $ 13,951 $ 3,617 2020 21,042 5,610 2021 15,238 — 2022 10,957 — 2023 7,915 — Thereafter 17,528 — Total 86,631 9,227 Imputed Interest (11,141 ) (305 ) Total $ 75,490 $ 8,922 |
Leases | 9. Leases In the first quarter of 2019, we adopted ASC 842, Leases, which replaced the previous accounting standard, ASC 840. The new lease standard is a right-of-use model, requiring most lessee agreements to be recorded on the balance sheet. The intent of the standard is to provide greater transparency about lessee obligations and activities. The primary impact to our financial statements is that most operating leases are recorded on our consolidated balance sheet and enhanced disclosures are required for both operating and finance leases. As permitted by ASC 842, our accounting policy is to evaluate lessee agreements with a minimum term greater than one year for recording on the balance sheet. We adopted the standard using the modified retrospective approach, as of January 1, 2019. Prior year's financial results were not restated. On the adoption date, we recorded a right-of-use asset for $72 million in other assets, net, with a corresponding offset to other accrued liabilities and other noncurrent liabilities for $25 million and $47 million , respectively. There was no impact to retained deficit from adoption of the new standard. The following table presents the components of lease expense (in thousands): Three Months Ended June 30, 2019 Six Months Ended Operating lease cost $ 6,546 $ 12,887 Finance lease cost: Amortization of right-of-use assets $ 1,785 $ 3,571 Interest on lease liabilities 122 265 Total finance lease cost $ 1,907 $ 3,836 The following table presents supplemental cash flow information related to leases (in thousands): Six Months Ended Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 13,184 Operating cash flows used in finance leases 265 Financing cash flows used in finance leases 3,446 Right-of-use assets obtained in exchange for lease obligations: Operating leases 15,232 Finance leases — The following table presents supplemental balance sheet information related to leases (in thousands): June 30, 2019 Operating Leases Operating lease right-of-use assets $ 69,130 Other accrued liabilities 25,365 Other noncurrent liabilities 50,125 Total operating lease liabilities $ 75,490 Finance Leases Property and equipment $ 34,952 Accumulated depreciation (23,693 ) Property and equipment, net $ 11,259 Other accrued liabilities $ 6,851 Other noncurrent liabilities 2,071 Total finance lease liabilities $ 8,922 The following table presents other supplemental information related to leases: June 30, 2019 Weighted Average Remaining Lease Term (in years) Operating leases 4.8 Finance leases 1.1 Weighted Average Discount Rate Operating leases 5.2 % Finance leases 4.7 % Our leases have remaining minimum terms that range between one and nine years. Some of our leases include options to extend for up to five additional years; others include options to terminate the agreement within three years. Future minimum lease payments under non-cancellable leases as of June 30, 2019 are as follows (in thousands): Year Ending December 31, Operating Leases Finance Leases 2019 $ 13,951 $ 3,617 2020 21,042 5,610 2021 15,238 — 2022 10,957 — 2023 7,915 — Thereafter 17,528 — Total 86,631 9,227 Imputed Interest (11,141 ) (305 ) Total $ 75,490 $ 8,922 |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 10. Contingencies Legal Proceedings While certain legal proceedings and related indemnification obligations to which we are a party specify the amounts claimed, these claims may not represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, nor can the amount of possible loss or range of loss, if any, be reasonably estimated, except in circumstances where an aggregate litigation accrual has been recorded for probable and reasonably estimable loss contingencies. A determination of the amount of accrual required, if any, for these contingencies is made after careful analysis of each matter. The required accrual may change in the future due to new information or developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters. Antitrust Litigation and Investigations US Airways Antitrust Litigation In April 2011, US Airways filed suit against us in federal court in the Southern District of New York, alleging violations of the Sherman Act Section 1 (anticompetitive agreements) and Section 2 (monopolization). The complaint was filed fewer than two months after we entered into a new distribution agreement with US Airways. In September 2011, the court dismissed all claims relating to Section 2. The claims that were not dismissed are claims brought under Section 1 of the Sherman Act, relating to our contracts with US Airways, which US Airways claims contain anticompetitive provisions, and an alleged conspiracy with the other GDSs, allegedly to maintain the industry structure and not to compete for content. We strongly deny all of the allegations made by US Airways. Sabre filed summary judgment motions in April 2014. In January 2015, the court issued an order granting Sabre's summary judgment motions in part, eliminating a majority of US Airways' alleged damages and rejecting its request for injunctive relief by which US Airways sought to bar Sabre from enforcing certain provisions in our contracts. In September 2015, the court also dismissed US Airways' claim for declaratory relief. In February 2017, US Airways sought reconsideration of the court's opinion dismissing the claim for declaratory relief, which the court denied in March 2017. The trial on the remaining claims commenced in October 2016. In December 2016, the jury issued a verdict in favor of US Airways with respect to its claim under Section 1 of the Sherman Act regarding Sabre's contract with US Airways and awarded it $5 million in single damages. The jury rejected US Airways' claim alleging a conspiracy with the other GDSs. We continue to believe that our business practices and contract terms are lawful. In January 2017, we filed a motion seeking judgment as a matter of law in favor of Sabre on the one claim on which the jury found for US Airways, which the court denied in March 2017. Based on the jury’s verdict, in March 2017 the court entered final judgment in favor of US Airways in the amount of $15 million , which is three times the jury’s award of $5 million as required by the Sherman Act. In April 2017, we filed an appeal with the United States Court of Appeals for the Second Circuit seeking a reversal of the judgment. US Airways also filed a counter-appeal challenging earlier court orders, including the above-referenced orders dismissing and/or issuing summary judgment as to portions of its claims and damages. In connection with this appeal, we posted an appellate bond equal to the aggregate amount of the $15 million judgment entered plus interest, which stayed the judgment pending the appeal. The Second Circuit heard oral arguments on this matter in December 2018. As a result of the jury's verdict, US Airways is also entitled to receive reasonable attorneys’ fees and costs under the Sherman Act. As such, it filed a motion seeking approximately $125 million in attorneys’ fees and costs, the amount of which we strongly dispute. In January 2018, the court denied US Airways' motion seeking attorneys' fees and costs, based on the fact that the appeal of the underlying judgment remains pending, as discussed above. The court's denial of the motion was without prejudice, and US Airways may refile the motion if it prevails on the appeal. In the fourth quarter of 2016, we accrued a loss of $32 million , which represents the court's final judgment of $15 million , plus our estimate of $17 million for US Airways' reasonable attorneys’ fees, expenses and costs. We are unable to estimate the exact amount of the loss associated with the verdict, but we estimate that there is a range of outcomes between $32 million and $65 million , inclusive of the trebled damage award of approximately $15 million . No amount within the range is considered a better estimate than any other amount within the range and therefore, the minimum within the range was recorded in selling, general and administrative expense during 2016. As noted above, the amount of attorneys' fees and costs to be awarded is subject to conclusion of the appellate process and, if US Airways ultimately prevails on the appeal, final decision by the trial court, which may itself be appealed. The ultimate resolution of this matter may be greater or less than the amount recorded and, if greater, could adversely affect our results of operations. We have and will incur significant fees, costs and expenses for as long as the lawsuit, including any appeal, is ongoing. In addition, litigation by its nature is highly uncertain and fraught with risk, and it is therefore difficult to predict the outcome of any particular matter, including any appeal or changes to our business that may be required as a result of the litigation. Depending on the outcome of the litigation, any of these consequences could have a material adverse effect on our business, financial condition and results of operations. Lawsuit on Antitrust Claims In July 2015, a putative class action lawsuit was filed against us and two other GDSs, in the United States District Court for the Southern District of New York. The plaintiffs, who are asserting claims on behalf of a putative class of consumers in various states, are generally alleging that the GDSs conspired to negotiate for full content from the airlines, resulting in higher ticket prices for consumers, in violation of various federal and state laws. The plaintiffs sought an unspecified amount of damages in connection with their state law claims, and they requested injunctive relief in connection with their federal claim. In July 2016, the court granted, in part, our motion to dismiss the lawsuit, finding that plaintiffs’ state law claims are preempted by federal law, thereby precluding their claims for damages. The court declined to dismiss plaintiffs’ claim seeking an injunction under federal antitrust law. The plaintiffs may appeal the court’s dismissal of their state law claims upon a final judgment. In August 2018, the plaintiffs sought leave from the court to withdraw their motion for class certification. In October 2018, the court denied the plaintiffs’ motion for class certification with prejudice. The case is now proceeding on an individual basis only. We believe that the losses associated with this case are neither probable nor estimable and therefore have not accrued any losses as of June 30, 2019 . We may incur significant fees, costs and expenses for as long as this litigation is ongoing. We intend to vigorously defend against the remaining claims. European Commission’s Directorate-General for Competition ("EC") Investigation On November 23, 2018, the EC announced that it has opened an investigation of us and another GDS to assess whether our respective agreements with airlines and travel agents may restrict competition in breach of European Union antitrust rules. We are fully cooperating with the EC’s investigation and are unable to make any prediction regarding its outcome at this time. There is no legal deadline for the EC to bring an antitrust investigation to an end, and the duration of the investigation is uncertain. Depending on the findings of the EC, the outcome of the investigation could have a material adverse effect on our business, financial condition and results of operations. We may incur significant fees, costs and expenses for as long as this investigation is ongoing. We intend to vigorously defend against any allegations of anticompetitive activity by the EC. Department of Justice Investigation On May 19, 2011, we received a civil investigative demand (“CID”) from the U.S. Department of Justice ("DOJ") investigating alleged anticompetitive acts related to the airline distribution component of our business. We are fully cooperating with the DOJ investigation and are unable to make any prediction regarding its outcome. The DOJ is also investigating other companies that own GDSs, and has sent CIDs to other companies in the travel industry. Based on its findings in the investigation, the DOJ may (i) close the file, (ii) seek a consent decree to remedy issues it believes violate the antitrust laws, or (iii) file suit against us for violating the antitrust laws, seeking injunctive relief. If injunctive relief were granted, depending on its scope, it could affect the manner in which our airline distribution business is operated and potentially force changes to the existing airline distribution business model. Any of these consequences would have a material adverse effect on our business, financial condition and results of operations. We have not received any communications from the DOJ regarding this matter for several years; however, we have not been notified that this matter is closed. Indian Income Tax Litigation We are currently a defendant in income tax litigation brought by the Indian Director of Income Tax (“DIT”) in the Supreme Court of India. The dispute arose in 1999 when the DIT asserted that we have a permanent establishment within the meaning of the Income Tax Treaty between the United States and the Republic of India and accordingly issued tax assessments for assessment years ending March 1998 and March 1999, and later issued further tax assessments for assessment years ending March 2000 through March 2006. The DIT has continued to issue further tax assessments on a similar basis for subsequent years; however, the tax assessments for assessment years ending March 2007 and later are no longer material. We appealed the tax assessments for assessment years ending March 1998 through March 2006 and the Indian Commissioner of Income Tax Appeals returned a mixed verdict. We filed further appeals with the Income Tax Appellate Tribunal (“ITAT”). The ITAT ruled in our favor on June 19, 2009 and July 10, 2009, stating that no income would be chargeable to tax for assessment years ending March 1998 and March 1999, and from March 2000 through March 2006. The DIT appealed those decisions to the Delhi High Court, which found in our favor on July 19, 2010. The DIT has appealed the decision to the Supreme Court of India. Our case has been listed for hearing with the Supreme Court, and it has not yet been presented. We have appealed the tax assessments for the assessment years ended March 2013 to March 2016 with the ITAT and no trial date has been set for these subsequent years. In addition, Sabre Asia Pacific Pte Ltd ("SAPPL") is currently a defendant in similar income tax litigation brought by the DIT. The dispute arose when the DIT asserted that SAPPL has a permanent establishment within the meaning of the Income Tax Treaty between Singapore and India and accordingly issued tax assessments for assessment years ending March 2000 through March 2005. SAPPL appealed the tax assessments, and the Indian Commissioner of Income Tax (Appeals) returned a mixed verdict. SAPPL filed further appeals with the ITAT. The ITAT ruled in SAPPL’s favor, finding that no income would be chargeable to tax for assessment years ending March 2000 through March 2005. The DIT appealed those decisions to the Delhi High Court. No hearing date has been set. The DIT also assessed taxes on a similar basis for assessment years ending March 2006 through March 2014 and appeals for assessment years ending March 2006 through 2014 are pending before the ITAT. If the DIT were to fully prevail on every claim against us, including SAPPL, we could be subject to taxes, interest and penalties of approximately $43 million as of June 30, 2019 . We intend to continue to aggressively defend against each of the foregoing claims. Although we do not believe that the outcome of the proceedings will result in a material impact on our business or financial condition, litigation is by its nature uncertain. We do not believe this outcome is more likely than not and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims. Indian Service Tax Litigation SAPPL's Indian subsidiary is also subject to litigation by the India Director General (Service Tax) ("DGST"), which has assessed the subsidiary for multiple years related to its alleged failure to pay service tax on marketing fees and reimbursements of expenses. Indian courts have returned verdicts favorable to the Indian subsidiary. The DGST has appealed the verdict to the Indian Supreme Court. We do not believe that an adverse outcome is probable and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims. Litigation Relating to Routine Proceedings We are also engaged from time to time in other routine legal and tax proceedings incidental to our business. We do not believe that any of these routine proceedings will have a material impact on the business or our financial condition. Other SynXis Central Reservation System As previously disclosed, we became aware of an incident involving unauthorized access to payment information contained in a subset of hotel reservations processed through the Sabre Hospitality Solutions SynXis Central Reservation System (the “HS Central Reservation System”). Our investigation was supported by third party experts, including a leading cybersecurity firm. Our investigation determined that an unauthorized party: obtained access to account credentials that permitted access to a subset of hotel reservations processed through the HS Central Reservation System; used the account credentials to view a credit card summary page on the HS Central Reservation System and access payment card information (although we use encryption, this credential had the right to see unencrypted card data); and first obtained access to payment card information and some other reservation information on August 10, 2016. The last access to payment card information was on March 9, 2017. The unauthorized party was able to access information for certain hotel reservations, including cardholder name; payment card number; card expiration date; and, for a subset of reservations, card security code. The unauthorized party was also able, in some cases, to access certain information such as guest name(s), email, phone number, address, and other information if provided to the HS Central Reservation System. Information such as Social Security, passport, or driver’s license number was not accessed. The investigation did not uncover forensic evidence that the unauthorized party removed any information from the system, but it is a possibility. We took successful measures to ensure this unauthorized access to the HS Central Reservation System was stopped and is no longer possible. There is no indication that any of our systems beyond the HS Central Reservation System, such as Sabre’s Airline Solutions and Travel Network platforms, were affected or accessed by the unauthorized party. We notified law enforcement and the payment card brands, and engaged a payment card industry data ("PCI") forensic investigator to investigate this incident at the payment card brands' request. We have notified customers and other companies that use or interact with, directly or indirectly, the HS Central Reservation System about the incident. We are also cooperating with various governmental authorities that are investigating this incident. Separately, in November 2017, Sabre Hospitality Solutions observed a pattern of activity that, after further investigation, led it to believe that an unauthorized party improperly obtained access to certain hotel user credentials for purposes of accessing the HS Central Reservation System. We deactivated the compromised accounts and notified law enforcement of this activity. We also notified the payment card brands, and at their request, we have engaged a PCI forensic investigator to investigate this incident. We have not found any evidence of a breach of the network security of the HS Central Reservation System, and we believe that the number of affected reservations represents only a fraction of 1% of the bookings in the HS Central Reservation System. Although the costs related to these incidents, including any associated penalties assessed by any governmental authority or payment card brand or indemnification obligations to our customers, as well as any other impacts or remediation related to this incident, may be material, it is not possible at this time to determine whether we will incur, or to reasonably estimate the amount of, any liabilities in connection with them. We maintain insurance that covers certain aspects of cyber risks, and we continue to work with our insurance carriers in these matters. Other Tax Matters We operate in numerous jurisdictions in which taxing authorities may challenge our position with respect to income- and non-income based taxes. We routinely receive inquiries and may also from time to time receive challenges or assessments from these taxing authorities. With respect to non-income based taxes, we recognize liabilities when we believe it is probable that amounts will be owed to the taxing authorities and such amounts are estimable. For example, in most countries we pay and collect Value Added Tax (“VAT”) when procuring goods and services, or providing services, within the normal course of business. VAT receivables are established in jurisdictions where VAT paid exceeds VAT collected and are recoverable through the filing of refund claims. These receivables have inherent audit and collection risks unique to the specific jurisdictions that evaluate our refund claims. As of June 30, 2019 , we have approximately $21 million in VAT receivables for which refund claims have been filed with the Greek government. Although we have paid these amounts and believe we are entitled to a refund, the Greek tax authorities have challenged our position that such amounts are recoverable. In Greece, as in other jurisdictions, we intend to vigorously defend our positions against any claims that are not insignificant, including through litigation when necessary. As of June 30, 2019 , we do not believe that an adverse outcome is probable with respect to the claims of the Greek tax authorities or any other jurisdiction; as a result, we have not accrued any material amounts for exposure related to such contingencies or adverse decisions. Nevertheless, we may incur expenses in future periods related to such matters, including litigation costs and possible pre-payment of a portion of any assessed tax amount to defend our position, and if our positions are ultimately rejected, it could have a material impact to our results of operations. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | 11. Segment Information Our reportable segments are based upon our internal organizational structure; the manner in which our operations are managed; the criteria used by our Chief Executive Officer, who is our Chief Operating Decision Maker ("CODM"), to evaluate segment performance; the availability of separate financial information; and overall materiality considerations. Our CODM utilizes Adjusted Gross Profit, Adjusted Operating Income and Adjusted EBITDA as the measures of profitability to evaluate performance of our segments and allocate resources. Corporate includes a technology organization that provides development and support activities to our segments. The majority of costs associated with our technology organization are allocated to the segments primarily based on the segments' usage of resources. Benefit expenses, facility costs and depreciation expense on the corporate headquarters building are allocated to the segments based on headcount. Unallocated corporate costs include certain shared expenses such as accounting, finance, human resources, legal, corporate systems, amortization of acquired intangible assets, impairment and related charges, stock-based compensation, restructuring charges, legal reserves and other items not identifiable with one of our segments. We account for significant intersegment transactions as if the transactions were with third parties, that is, at estimated current market prices. The majority of the intersegment revenues and cost of revenues are fees charged by Travel Network to Hospitality Solutions for airline trips booked through our GDS. Our CODM does not review total assets by segment as operating evaluations and resource allocation decisions are not made on the basis of total assets by segment. The performance of our segments is evaluated primarily on Adjusted Gross Profit, Adjusted Operating Income and Adjusted EBITDA which are not recognized terms under GAAP. Our uses of Adjusted Gross Profit, Adjusted Operating Income and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We define Adjusted Gross Profit as operating income adjusted for selling, general and administrative expenses, the cost of revenue portion of depreciation and amortization, amortization of upfront incentive compensation and stock-based compensation included in cost of revenue. We define Adjusted Operating Income as operating income adjusted for joint venture equity income, acquisition-related amortization, acquisition-related costs, litigation (reimbursements) costs, net, and stock-based compensation. We define Adjusted EBITDA as income from continuing operations adjusted for depreciation and amortization of property and equipment, amortization of capitalized implementation costs, acquisition-related amortization, amortization of upfront incentive consideration, interest expense, net, loss on extinguishment of debt, other, net, acquisition-related costs, litigation costs (reimbursements), net, stock-based compensation and provision for income taxes. Segment information for the three and six months ended June 30, 2019 and 2018 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenue Travel Network $ 724,632 $ 719,685 $ 1,498,600 $ 1,440,821 Airline Solutions 211,833 204,822 424,760 411,425 Hospitality Solutions 73,876 68,314 146,707 136,442 Eliminations (10,335 ) (8,445 ) (20,700 ) (15,943 ) Total revenue $ 1,000,006 $ 984,376 $ 2,049,367 $ 1,972,745 Adjusted Gross Profit (a) Travel Network $ 252,293 $ 275,740 $ 534,973 $ 573,756 Airline Solutions 85,801 84,260 163,932 174,023 Hospitality Solutions 16,767 18,653 32,477 38,896 Corporate (4,423 ) (4,975 ) (7,854 ) (8,418 ) Total $ 350,438 $ 373,678 $ 723,528 $ 778,257 Adjusted Operating Income (b) Travel Network $ 159,797 $ 196,003 $ 352,969 $ 407,847 Airline Solutions 22,660 22,813 38,084 53,525 Hospitality Solutions (5,746 ) 1,964 (11,463 ) 4,101 Corporate (49,758 ) (48,794 ) (96,875 ) (95,891 ) Total $ 126,953 $ 171,986 $ 282,715 $ 369,582 Adjusted EBITDA (c) Travel Network $ 210,364 $ 244,099 $ 453,219 $ 505,686 Airline Solutions 65,945 69,116 124,339 143,535 Hospitality Solutions 7,874 10,954 14,879 22,713 Total segments 284,183 324,169 592,437 671,934 Corporate (48,548 ) (47,167 ) (94,453 ) (93,594 ) Total $ 235,635 $ 277,002 $ 497,984 $ 578,340 Depreciation and amortization Travel Network $ 30,721 $ 28,435 $ 61,276 $ 58,722 Airline Solutions 43,285 46,303 86,255 90,010 Hospitality Solutions 13,620 8,990 26,342 18,612 Total segments 87,626 83,728 173,873 167,344 Corporate 17,221 19,215 34,417 37,475 Total $ 104,847 $ 102,943 $ 208,290 $ 204,819 Capital Expenditures Travel Network $ 4,877 $ 13,744 $ 9,863 $ 28,039 Airline Solutions 11,096 22,825 23,586 47,170 Hospitality Solutions 1,898 8,164 5,394 18,338 Total segments 17,871 44,733 38,843 93,547 Corporate 11,461 22,454 28,353 38,339 Total $ 29,332 $ 67,187 $ 67,196 $ 131,886 ______________________________ (a) The following table sets forth the reconciliation of Adjusted Gross Profit to operating income in our statement of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Adjusted Gross Profit $ 350,438 $ 373,678 $ 723,528 $ 778,257 Less adjustments: Selling, general and administrative 154,705 123,784 306,096 253,895 Cost of revenue adjustments: Depreciation and amortization (1) 86,593 85,013 171,513 168,939 Amortization of upfront incentive consideration (2) 19,846 19,661 38,974 39,117 Stock-based compensation 7,381 6,387 14,625 12,072 Operating income $ 81,913 $ 138,833 $ 192,320 $ 304,234 (b) The following table sets forth the reconciliation of Adjusted Operating Income to operating income in our statement of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Adjusted Operating Income $ 126,953 $ 171,986 $ 282,715 $ 369,582 Less adjustments: Joint venture equity income 413 951 946 2,122 Acquisition-related amortization (1c) 16,011 17,588 31,995 35,178 Acquisition-related costs (5) 8,935 — 20,641 — Litigation costs, net (4) 1,386 1,020 2,824 1,848 Stock-based compensation 18,295 13,594 33,989 26,200 Operating income $ 81,913 $ 138,833 $ 192,320 $ 304,234 (c) The following table sets forth the reconciliation of Adjusted EBITDA to income from continuing operations in our statement of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Adjusted EBITDA $ 235,635 $ 277,002 $ 497,984 $ 578,340 Less adjustments: Depreciation and amortization of property and equipment (1a) 79,209 74,960 154,557 149,423 Amortization of capitalized implementation costs (1b) 9,627 10,395 21,738 20,218 Acquisition-related amortization (1c) 16,011 17,588 31,995 35,178 Amortization of upfront incentive consideration (2) 19,846 19,661 38,974 39,117 Interest expense, net 39,608 39,409 77,621 77,518 Loss on extinguishment of debt — — — 633 Other, net (3) 2,479 7,735 4,349 8,841 Acquisition-related costs (5) 8,935 — 20,641 — Litigation costs, net (4) 1,386 1,020 2,824 1,848 Stock-based compensation 18,295 13,594 33,989 26,200 Provision for income taxes 12,145 75 23,988 36,350 Income from continuing operations $ 28,094 $ 92,565 $ 87,308 $ 183,014 ______________________________________________________ (1) Depreciation and amortization expenses: a. Depreciation and amortization of property and equipment includes software developed for internal use. b. Amortization of capitalized implementation costs represents amortization of upfront costs to implement new customer contracts under our SaaS and hosted revenue model, as well as amortization of contract acquisition costs. c. Acquisition-related amortization represents amortization of intangible assets resulting from purchase accounting. (2) Our Travel Network business at times provides upfront incentive consideration to travel agency subscribers at the inception or modification of a service contract, which are capitalized and amortized to cost of revenue over an average expected life of the service contract, generally over three years to ten years . This consideration is made with the objective of increasing the number of clients or to ensure or improve customer loyalty. These service contract terms are established such that the supplier and other fees generated over the life of the contract will exceed the cost of the incentive consideration provided up front. These service contracts with travel agency subscribers require that the customer commit to achieving certain economic objectives and generally have terms requiring repayment of the upfront incentive consideration if those objectives are not met. (3) Other, net primarily includes foreign exchange gains and losses related to the remeasurement of foreign currency denominated balances included in our consolidated balance sheets into the relevant functional currency. (4) Litigation costs, net represent charges associated with antitrust litigation. See Note 10. Contingencies . (5) Acquisition-related costs represent fees and expenses incurred associated with the 2018 agreement to acquire Farelogix Inc. ("Farelogix"). |
General Information (Policies)
General Information (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation— The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2019 . The accompanying interim financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 15, 2019 . We consolidate all majority-owned subsidiaries and companies over which we exercise control through majority voting rights. No entities are consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The consolidated financial statements include our accounts after elimination of all significant intercompany balances and transactions. All dollar amounts in the financial statements and the tables in the notes, except per share amounts, are stated in thousands of U.S. dollars unless otherwise indicated. All amounts in the notes reference results from continuing operations unless otherwise indicated. |
Use of Estimates | Use of Estimates —The preparation of these interim financial statements in conformity with GAAP requires that certain amounts be recorded based on estimates and assumptions made by management. Actual results could differ from these estimates and assumptions. Our accounting policies that utilize significant estimates and assumptions include: (i) estimation for revenue recognition and multiple performance obligation arrangements, (ii) determination of the fair value of assets and liabilities acquired in a business combination, (iii) the evaluation of the recoverability of the carrying value of long-lived assets and goodwill, (iv) assumptions utilized to test recoverability of capitalized implementation costs, (v) judgments in capitalization of software developed for internal use and (vi) the evaluation of uncertainties surrounding the calculation of our tax assets and liabilities. Our use of estimates and the related accounting policies are discussed in the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 15, 2019 . Additionally, see Note 2. Revenue from Contracts with Customers for additional information on the use of significant estimates and assumptions in recognizing revenue. |
Stockholders' Equity/Share Repurchase Program | Stockholders’ Equity— During the six months ended June 30, 2019 , we issued 2,495,610 shares of our common stock as a result of the exercise and settlement of employee equity-based awards. In addition, we had $7 million in payments from the exercise of employee stock-based awards consisting of $5 million in proceeds from the exercise of employee stock options, net of a $12 million payment of income tax withholdings associated with the settlement of stock-based awards. We paid quarterly cash dividends on our common stock of $0.14 per share, totaling $77 million , during each of the six months ended June 30, 2019 and 2018 . Share Repurchase Program— In February 2017, we announced the approval of a multi-year share repurchase program (the "Share Repurchase Program") to purchase up to $500 million of Sabre's common stock outstanding. Repurchases under the Share Repurchase Program may take place in the open market or privately negotiated transactions. For the six months ended June 30, 2019 , we repurchased 3,673,768 shares totaling $78 million pursuant to the Share Repurchase Program. Approximately $287 million remains authorized for repurchases under the Share Repurchase Program as of June 30, 2019 . |
Adoption of New Accounting Standards/Recent Accounting Pronouncements | Adoption of New Accounting Standards In October 2018, the Financial Accounting Standards Board ("FASB") issued updated guidance that permits use of the Overnight Index Swap ("OIS") rate based on the Secured Overnight Financing Rate ("SOFR") as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815 in addition to the Direct Treasury obligations of the U.S. government, the London Interbank Offered Rate ("LIBOR") swap rate, the OIS rate based on the Fed Funds Effective Rate, and the Securities Industry and Financial Markets Association Municipal Swap Rate. We adopted this standard in the first quarter of 2019, which did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued updated guidance requiring organizations that lease assets—referred to as "lessees"—to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases, when the lease has a term of more than 12 months. The updated standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. In the first quarter of 2019, we adopted the new standard using the modified retrospective approach and elected the package of practical expedients and the hindsight practical expedient. See Note 9. Leases for more information on the impacts from adoption and ongoing considerations. Recent Accounting Pronouncements In August 2018, the FASB issued updated guidance on customer's accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. Under this updated standard, a customer in a cloud-computing arrangement that is a service contract is required to follow guidance on software developed for internal use to determine which implementation costs to capitalize as assets or expense as incurred. This standard aligns the accounting for implementation costs for hosting arrangements, regardless of whether they convey a license to the hosted software. The standard requires that capitalized implementation costs related to a hosting arrangement that is a service contract be amortized over the term of the hosting arrangement, beginning when the component of the hosting arrangement is ready for its intended use, similar to requirements in guidance on software developed for internal use. In addition, costs incurred during the preliminary project and post-implementation phases are expensed as they are incurred. The updated standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. We do not expect the adoption of this standard will have a material impact to our consolidated financial statements. In June 2016, the FASB issued updated guidance for the measurement of credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. Under this updated standard, the current "incurred loss" approach is replaced with an "expected loss" model for instruments measured at amortized cost. For available-for-sale debt securities, allowances for losses will now be required rather than reducing the instruments carrying value. The updated standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Asset and Liability | The following table presents our assets and liabilities with customers as of June 30, 2019 and December 31, 2018 (in thousands): Account Consolidated Balance Sheet Location June 30, 2019 December 31, 2018 Contract assets and customer advances and discounts (1) Prepaid expenses and other current assets / other assets, net $ 115,643 $ 79,268 Trade and unbilled receivables, net Accounts receivable, net 596,597 501,467 Long-term trade unbilled receivables, net Other assets, net 54,169 50,467 Contract liabilities Deferred revenues / other noncurrent liabilities 197,331 165,858 ________________________________ (1) Includes contract assets of $7 million and $4 million at June 30, 2019 and December 31, 2018 , respectively. |
Disaggregation of Revenue | The following table presents our revenues disaggregated by business (in thousands): Three Months Ended Six Months Ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Air $ 584,424 $ 587,386 $ 1,224,902 $ 1,180,631 Lodging, Ground and Sea 96,969 91,914 187,256 176,031 Other 43,239 40,385 86,442 84,159 Total Travel Network 724,632 719,685 1,498,600 1,440,821 SabreSonic Passenger Reservation System 126,236 130,156 253,464 250,178 Commercial and Operations Solutions 84,230 73,466 167,788 158,560 Other 1,367 1,200 3,508 2,687 Total Airline Solutions 211,833 204,822 424,760 411,425 SynXis Software and Services 64,798 59,945 129,012 120,215 Other 9,078 8,369 17,695 16,227 Total Hospitality Solutions 73,876 68,314 146,707 136,442 Eliminations (10,335 ) (8,445 ) (20,700 ) (15,943 ) Total Sabre Revenue $ 1,000,006 $ 984,376 $ 2,049,367 $ 1,972,745 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | The following table sets forth the face values of our outstanding debt as of June 30, 2019 and December 31, 2018 (in thousands): Rate Maturity June 30, 2019 December 31, 2018 Senior secured credit facilities: Term Loan A L + 2.00% July 2022 $ 513,000 $ 527,250 Term Loan B L + 2.00% February 2024 1,852,832 1,862,237 Revolver, $400 million L + 2.00% July 2022 — — 5.375% senior secured notes due 2023 5.375% April 2023 530,000 530,000 5.25% senior secured notes due 2023 5.25% November 2023 500,000 500,000 Finance lease obligations 8,922 12,368 Face value of total debt outstanding 3,404,754 3,431,855 Less current portion of debt outstanding (82,661 ) (68,435 ) Face value of long-term debt outstanding $ 3,322,093 $ 3,363,420 |
Derivatives (Tables)
Derivatives (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Unsettled Purchased Foreign Currency Forward Contracts | As of June 30, 2019 and December 31, 2018 , we had the following unsettled purchased foreign currency forward contracts that were entered into to hedge our operational exposure to foreign currency movements (in thousands, except for average contract rates): Outstanding Notional Amounts as of June 30, 2019 Buy Currency Sell Currency Foreign Amount USD Amount Average Polish Zloty US Dollar 242,500 65,077 0.2684 Singapore Dollar US Dollar 58,900 43,500 0.7385 British Pound Sterling US Dollar 18,050 23,764 1.3166 Indian Rupee US Dollar 2,730,000 37,472 0.0139 Australian Dollar US Dollar 20,100 14,341 0.7135 Swedish Krona US Dollar 48,300 5,411 0.1120 Brazilian Real US Dollar 3,800 874 0.2448 Outstanding Notional Amounts as of December 31, 2018 Buy Currency Sell Currency Foreign Amount USD Amount Average Polish Zloty US Dollar 232,500 64,281 0.2765 Singapore Dollar US Dollar 59,800 44,504 0.7442 British Pound Sterling US Dollar 19,600 26,525 1.3533 Indian Rupee US Dollar 2,880,000 39,956 0.0139 Australian Dollar US Dollar 23,950 17,674 0.7379 Swedish Krona US Dollar 48,250 5,678 0.1177 Brazilian Real US Dollar 14,300 3,753 0.2615 |
Schedule of Outstanding Interest Rate Swaps | Interest rate swaps outstanding during the six months ended June 30, 2019 and 2018 are as follows: Notional Amount Interest Rate Interest Rate Paid Effective Date Maturity Date Designated as Hedging Instrument $750 million 1 month LIBOR (2) 1.65% December 29, 2017 December 31, 2018 $1,350 million 1 month LIBOR (2) 2.27% December 31, 2018 December 31, 2019 $1,200 million 1 month LIBOR (2) 2.19% December 31, 2019 December 31, 2020 $600 million 1 month LIBOR (2) 2.81% December 31, 2020 December 31, 2021 Not Designated as Hedging Instrument (1) $750 million 1 month LIBOR (3) 2.61% December 29, 2017 December 31, 2018 $750 million 1.67% 1 month LIBOR December 29, 2017 December 31, 2018 ______________________ (1) Subject to a 1% floor. (2) Subject to a 0% floor. (3) As of February 22, 2017. |
Schedule of Estimated Fair Values of Derivatives Designated as Hedging Instruments | The estimated fair values of our derivatives designated as hedging instruments as of June 30, 2019 and December 31, 2018 are as follows (in thousands): Derivative Assets (Liabilities) Fair Value as of Derivatives Designated as Hedging Instruments Consolidated Balance Sheet Location June 30, 2019 December 31, 2018 Foreign exchange contracts Prepaid expenses and other current assets $ 594 $ — Foreign exchange contracts Other accrued liabilities — (4,285 ) Interest rate swaps Prepaid expenses and other current assets — 3,674 Interest rate swaps Other assets, net — 295 Interest rate swaps Other accrued liabilities (4,752 ) — Interest rate swaps Other noncurrent liabilities (11,763 ) — $ (15,921 ) $ (316 ) |
Schedule of Effects of Derivative Instruments Net of Taxes on Other Comprehensive Income (Loss) | The effects of derivative instruments, net of taxes, on OCI for the three and six months ended June 30, 2019 and 2018 are as follows (in thousands): Amount of (Loss) Gain Recognized in OCI on Derivative, Effective Portion Three Months Ended June 30, Six Months Ended June 30, Derivatives in Cash Flow Hedging Relationships 2019 2018 2019 2018 Foreign exchange contracts $ 565 $ (8,653 ) $ 311 $ (6,290 ) Interest rate swaps (9,739 ) 3,427 (14,894 ) 8,976 Total $ (9,174 ) $ (5,226 ) $ (14,583 ) $ 2,686 Amount of Loss (Gain) Reclassified from Accumulated OCI into Income, Effective Portion Derivatives in Cash Flow Hedging Relationships Income Statement Location Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Foreign exchange contracts Cost of revenue $ 844 $ (1,042 ) $ 3,566 $ (4,353 ) Interest rate swaps Interest expense, net (537 ) 1,086 (1,056 ) 2,648 Total $ 307 $ 44 $ 2,510 $ (1,705 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present our assets (liabilities) that are required to be measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018 (in thousands): Fair Value at Reporting Date Using June 30, 2019 Level 1 Level 2 Level 3 Derivatives: Foreign currency forward contracts $ 594 $ — $ 594 $ — Interest rate swap contracts (16,515 ) — (16,515 ) — Total $ (15,921 ) $ — $ (15,921 ) $ — Fair Value at Reporting Date Using December 31, 2018 Level 1 Level 2 Level 3 Derivatives: Foreign currency forward contracts $ (4,285 ) $ — $ (4,285 ) $ — Interest rate swap contracts 3,969 — 3,969 — Total $ (316 ) $ — $ (316 ) $ — |
Schedule of Fair Value and Carrying Value of Debt | The following table presents the fair value and carrying value of our senior notes and borrowings under our senior secured credit facilities as of June 30, 2019 and December 31, 2018 (in thousands): Fair Value at Carrying Value at (1) Financial Instrument June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 Term Loan A $ 510,435 $ 520,000 $ 511,541 $ 525,514 Term Loan B 1,850,516 1,798,233 1,847,611 1,856,496 Revolver, $400 million — — — — 5.375% Senior secured notes due 2023 543,780 529,799 530,000 530,000 5.25% Senior secured notes due 2023 515,320 495,248 500,000 500,000 ______________________________ (1) Excludes net unamortized debt issuance costs. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Income (Loss), Net of Related Deferred Income Taxes | As of June 30, 2019 and December 31, 2018 , the components of accumulated other comprehensive income (loss), net of related deferred income taxes, are as follows (in thousands): June 30, 2019 December 31, 2018 Defined benefit pension and other post retirement benefit plans $ (137,541 ) $ (139,430 ) Unrealized foreign currency translation gain 5,694 7,201 Unrealized loss on foreign currency forward contracts and interest rate swaps (12,569 ) (495 ) Total accumulated other comprehensive loss, net of tax $ (144,416 ) $ (132,724 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerators and Denominators Used in Computations of Basic and Diluted Earnings Per Share from Continuing Operations | The following table reconciles the numerators and denominators used in the computations of basic and diluted earnings per share from continuing operations (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Numerator: Income from continuing operations $ 28,094 $ 92,565 $ 87,308 $ 183,014 Less: Net income attributable to noncontrolling interests 1,606 1,079 2,518 2,441 Net income from continuing operations available to common stockholders, basic and diluted $ 26,488 $ 91,486 $ 84,790 $ 180,573 Denominator: Basic weighted-average common shares outstanding 274,245 275,715 274,911 275,220 Add: Dilutive effect of stock options and restricted stock awards 1,238 1,465 1,685 1,345 Diluted weighted-average common shares outstanding 275,483 277,180 276,596 276,565 Earnings per share from continuing operations: Basic $ 0.10 $ 0.33 $ 0.31 $ 0.66 Diluted $ 0.10 $ 0.33 $ 0.31 $ 0.65 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Components of Lease Expense | The following table presents the components of lease expense (in thousands): Three Months Ended June 30, 2019 Six Months Ended Operating lease cost $ 6,546 $ 12,887 Finance lease cost: Amortization of right-of-use assets $ 1,785 $ 3,571 Interest on lease liabilities 122 265 Total finance lease cost $ 1,907 $ 3,836 The following table presents supplemental cash flow information related to leases (in thousands): Six Months Ended Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 13,184 Operating cash flows used in finance leases 265 Financing cash flows used in finance leases 3,446 Right-of-use assets obtained in exchange for lease obligations: Operating leases 15,232 Finance leases — |
Supplemental Balance Sheet Information | The following table presents supplemental balance sheet information related to leases (in thousands): June 30, 2019 Operating Leases Operating lease right-of-use assets $ 69,130 Other accrued liabilities 25,365 Other noncurrent liabilities 50,125 Total operating lease liabilities $ 75,490 Finance Leases Property and equipment $ 34,952 Accumulated depreciation (23,693 ) Property and equipment, net $ 11,259 Other accrued liabilities $ 6,851 Other noncurrent liabilities 2,071 Total finance lease liabilities $ 8,922 The following table presents other supplemental information related to leases: June 30, 2019 Weighted Average Remaining Lease Term (in years) Operating leases 4.8 Finance leases 1.1 Weighted Average Discount Rate Operating leases 5.2 % Finance leases 4.7 % |
Future Minimum Lease Payment Obligations Under Operating Leases | Future minimum lease payments under non-cancellable leases as of June 30, 2019 are as follows (in thousands): Year Ending December 31, Operating Leases Finance Leases 2019 $ 13,951 $ 3,617 2020 21,042 5,610 2021 15,238 — 2022 10,957 — 2023 7,915 — Thereafter 17,528 — Total 86,631 9,227 Imputed Interest (11,141 ) (305 ) Total $ 75,490 $ 8,922 |
Future Minimum Lease Payment Obligations Under Financing Leases | Future minimum lease payments under non-cancellable leases as of June 30, 2019 are as follows (in thousands): Year Ending December 31, Operating Leases Finance Leases 2019 $ 13,951 $ 3,617 2020 21,042 5,610 2021 15,238 — 2022 10,957 — 2023 7,915 — Thereafter 17,528 — Total 86,631 9,227 Imputed Interest (11,141 ) (305 ) Total $ 75,490 $ 8,922 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | Segment information for the three and six months ended June 30, 2019 and 2018 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenue Travel Network $ 724,632 $ 719,685 $ 1,498,600 $ 1,440,821 Airline Solutions 211,833 204,822 424,760 411,425 Hospitality Solutions 73,876 68,314 146,707 136,442 Eliminations (10,335 ) (8,445 ) (20,700 ) (15,943 ) Total revenue $ 1,000,006 $ 984,376 $ 2,049,367 $ 1,972,745 Adjusted Gross Profit (a) Travel Network $ 252,293 $ 275,740 $ 534,973 $ 573,756 Airline Solutions 85,801 84,260 163,932 174,023 Hospitality Solutions 16,767 18,653 32,477 38,896 Corporate (4,423 ) (4,975 ) (7,854 ) (8,418 ) Total $ 350,438 $ 373,678 $ 723,528 $ 778,257 Adjusted Operating Income (b) Travel Network $ 159,797 $ 196,003 $ 352,969 $ 407,847 Airline Solutions 22,660 22,813 38,084 53,525 Hospitality Solutions (5,746 ) 1,964 (11,463 ) 4,101 Corporate (49,758 ) (48,794 ) (96,875 ) (95,891 ) Total $ 126,953 $ 171,986 $ 282,715 $ 369,582 Adjusted EBITDA (c) Travel Network $ 210,364 $ 244,099 $ 453,219 $ 505,686 Airline Solutions 65,945 69,116 124,339 143,535 Hospitality Solutions 7,874 10,954 14,879 22,713 Total segments 284,183 324,169 592,437 671,934 Corporate (48,548 ) (47,167 ) (94,453 ) (93,594 ) Total $ 235,635 $ 277,002 $ 497,984 $ 578,340 Depreciation and amortization Travel Network $ 30,721 $ 28,435 $ 61,276 $ 58,722 Airline Solutions 43,285 46,303 86,255 90,010 Hospitality Solutions 13,620 8,990 26,342 18,612 Total segments 87,626 83,728 173,873 167,344 Corporate 17,221 19,215 34,417 37,475 Total $ 104,847 $ 102,943 $ 208,290 $ 204,819 Capital Expenditures Travel Network $ 4,877 $ 13,744 $ 9,863 $ 28,039 Airline Solutions 11,096 22,825 23,586 47,170 Hospitality Solutions 1,898 8,164 5,394 18,338 Total segments 17,871 44,733 38,843 93,547 Corporate 11,461 22,454 28,353 38,339 Total $ 29,332 $ 67,187 $ 67,196 $ 131,886 ______________________________ (a) The following table sets forth the reconciliation of Adjusted Gross Profit to operating income in our statement of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Adjusted Gross Profit $ 350,438 $ 373,678 $ 723,528 $ 778,257 Less adjustments: Selling, general and administrative 154,705 123,784 306,096 253,895 Cost of revenue adjustments: Depreciation and amortization (1) 86,593 85,013 171,513 168,939 Amortization of upfront incentive consideration (2) 19,846 19,661 38,974 39,117 Stock-based compensation 7,381 6,387 14,625 12,072 Operating income $ 81,913 $ 138,833 $ 192,320 $ 304,234 (b) The following table sets forth the reconciliation of Adjusted Operating Income to operating income in our statement of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Adjusted Operating Income $ 126,953 $ 171,986 $ 282,715 $ 369,582 Less adjustments: Joint venture equity income 413 951 946 2,122 Acquisition-related amortization (1c) 16,011 17,588 31,995 35,178 Acquisition-related costs (5) 8,935 — 20,641 — Litigation costs, net (4) 1,386 1,020 2,824 1,848 Stock-based compensation 18,295 13,594 33,989 26,200 Operating income $ 81,913 $ 138,833 $ 192,320 $ 304,234 (c) The following table sets forth the reconciliation of Adjusted EBITDA to income from continuing operations in our statement of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Adjusted EBITDA $ 235,635 $ 277,002 $ 497,984 $ 578,340 Less adjustments: Depreciation and amortization of property and equipment (1a) 79,209 74,960 154,557 149,423 Amortization of capitalized implementation costs (1b) 9,627 10,395 21,738 20,218 Acquisition-related amortization (1c) 16,011 17,588 31,995 35,178 Amortization of upfront incentive consideration (2) 19,846 19,661 38,974 39,117 Interest expense, net 39,608 39,409 77,621 77,518 Loss on extinguishment of debt — — — 633 Other, net (3) 2,479 7,735 4,349 8,841 Acquisition-related costs (5) 8,935 — 20,641 — Litigation costs, net (4) 1,386 1,020 2,824 1,848 Stock-based compensation 18,295 13,594 33,989 26,200 Provision for income taxes 12,145 75 23,988 36,350 Income from continuing operations $ 28,094 $ 92,565 $ 87,308 $ 183,014 ______________________________________________________ (1) Depreciation and amortization expenses: a. Depreciation and amortization of property and equipment includes software developed for internal use. b. Amortization of capitalized implementation costs represents amortization of upfront costs to implement new customer contracts under our SaaS and hosted revenue model, as well as amortization of contract acquisition costs. c. Acquisition-related amortization represents amortization of intangible assets resulting from purchase accounting. (2) Our Travel Network business at times provides upfront incentive consideration to travel agency subscribers at the inception or modification of a service contract, which are capitalized and amortized to cost of revenue over an average expected life of the service contract, generally over three years to ten years . This consideration is made with the objective of increasing the number of clients or to ensure or improve customer loyalty. These service contract terms are established such that the supplier and other fees generated over the life of the contract will exceed the cost of the incentive consideration provided up front. These service contracts with travel agency subscribers require that the customer commit to achieving certain economic objectives and generally have terms requiring repayment of the upfront incentive consideration if those objectives are not met. (3) Other, net primarily includes foreign exchange gains and losses related to the remeasurement of foreign currency denominated balances included in our consolidated balance sheets into the relevant functional currency. (4) Litigation costs, net represent charges associated with antitrust litigation. See Note 10. Contingencies . (5) Acquisition-related costs represent fees and expenses incurred associated with the 2018 agreement to acquire Farelogix Inc. ("Farelogix"). |
General Information - Additiona
General Information - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019USD ($)$ / shares | Mar. 31, 2019$ / shares | Jun. 30, 2018$ / shares | Mar. 31, 2018$ / shares | Jun. 30, 2019USD ($)segment$ / sharesshares | Jun. 30, 2018USD ($)$ / shares | Feb. 28, 2017USD ($) | |
Accounting Policies [Abstract] | |||||||
Number of business segments | segment | 3 | ||||||
Common stock shares issued (in shares) | shares | 2,495,610 | ||||||
Net (payments) receipts on the settlement of equity-based awards | $ 7,002,000 | $ (1,637,000) | |||||
Proceeds from the exercise of employee stock options | 5,000,000 | ||||||
Payment of income tax withholdings related to settlement of share based awards | $ 12,000,000 | ||||||
Common stock cash dividend paid per share (in dollars per share) | $ / shares | $ 0.14 | $ 0.14 | $ 0.14 | $ 0.14 | $ 0.14 | $ 0.14 | |
Cash dividends paid to common stockholders | $ 76,875,000 | $ 77,053,000 | |||||
Amount authorized to be repurchased | $ 500,000,000 | ||||||
Shares repurchased (in shares) | shares | 3,673,768 | ||||||
Repurchase of common stock | $ (77,636,000) | $ (26,281,000) | |||||
Remaining amount authorized to be repurchased | $ 287,000,000 | $ 287,000,000 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Contract Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Revenue from External Customer [Line Items] | ||
Contract liabilities | $ 197,331 | $ 165,858 |
Contract assets | 7,000 | 4,000 |
Prepaid expenses and other current assets / other assets, net | ||
Revenue from External Customer [Line Items] | ||
Contract assets, current | 115,643 | 79,268 |
Accounts receivable, net | ||
Revenue from External Customer [Line Items] | ||
Contract assets, current | 596,597 | 501,467 |
Other assets, net | ||
Revenue from External Customer [Line Items] | ||
Contract assets, noncurrent | $ 54,169 | $ 50,467 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Narrative (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognized | $ 35 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | $ 1,000,006 | $ 984,376 | $ 2,049,367 | $ 1,972,745 |
Operating Segments | Travel Network | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | 724,632 | 719,685 | 1,498,600 | 1,440,821 |
Operating Segments | Airline Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | 211,833 | 204,822 | 424,760 | 411,425 |
Operating Segments | Hospitality Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | 73,876 | 68,314 | 146,707 | 136,442 |
Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | (10,335) | (8,445) | (20,700) | (15,943) |
Air | Operating Segments | Travel Network | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | 584,424 | 587,386 | 1,224,902 | 1,180,631 |
Lodging, Ground and Sea | Operating Segments | Travel Network | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | 96,969 | 91,914 | 187,256 | 176,031 |
Other | Operating Segments | Travel Network | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | 43,239 | 40,385 | 86,442 | 84,159 |
SabreSonic Passenger Reservation System | Operating Segments | Airline Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | 126,236 | 130,156 | 253,464 | 250,178 |
Commercial and Operations Solutions | Operating Segments | Airline Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | 84,230 | 73,466 | 167,788 | 158,560 |
Other | Operating Segments | Airline Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | 1,367 | 1,200 | 3,508 | 2,687 |
SynXis Software and Services | Operating Segments | Hospitality Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | 64,798 | 59,945 | 129,012 | 120,215 |
Other | Operating Segments | Hospitality Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | $ 9,078 | $ 8,369 | $ 17,695 | $ 16,227 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 36 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2016 | Dec. 31, 2018 | |
Income Tax Contingency [Line Items] | |||||
Effective income tax rate | 22.00% | 17.00% | |||
Unrecognized tax benefits | $ 51,000,000 | $ 51,000,000 | $ 69,000,000 | ||
Percentage of future payments to existing shareholders, US federal income tax cash savings | 85.00% | ||||
Percentage of future payments to other shareholders, US federal income tax cash savings | 15.00% | ||||
Payments on TRA | $ 101,482,000 | $ 58,908,000 | |||
Travelocity | |||||
Income Tax Contingency [Line Items] | |||||
U.S. tax benefit related to discontinued operations | 14,000,000 | 15,000,000 | |||
Internal Revenue Service (IRS) | |||||
Income Tax Contingency [Line Items] | |||||
Current TRA liability | 71,000,000 | 71,000,000 | 104,000,000 | ||
Payments on TRA | 105,000,000 | 60,000,000 | $ 0 | ||
Accrued interest of TRA liability | 3,000,000 | 3,000,000 | $ 1,000,000 | ||
Other noncurrent liabilities | Internal Revenue Service (IRS) | |||||
Income Tax Contingency [Line Items] | |||||
TRA liability | $ 1,000,000 | $ 1,000,000 | $ 73,000,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Mar. 02, 2018 | Aug. 23, 2017USD ($) | Mar. 31, 2017USD ($) | Feb. 22, 2017USD ($) | Jul. 18, 2016USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2017USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2013USD ($) | Feb. 28, 2013USD ($) |
Line of Credit Facility [Line Items] | |||||||||||||
Outstanding debt | $ 3,382,000,000 | $ 3,382,000,000 | $ 3,406,000,000 | ||||||||||
Debt issuance costs | 16,000,000 | 16,000,000 | 18,000,000 | ||||||||||
Unamortized discount | 7,000,000 | 7,000,000 | 7,000,000 | ||||||||||
Repayment of debt | 23,655,000 | $ 23,655,000 | |||||||||||
Loss on extinguishment of debt | 0 | $ 0 | 0 | $ 633,000 | |||||||||
Face value of outstanding debt | 3,322,093,000 | 3,322,093,000 | 3,363,420,000 | ||||||||||
Outstanding letters of credit that will reduce overall credit capacity | 12,000,000 | 12,000,000 | 15,000,000 | ||||||||||
Mortgage Facility | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Extinguishment of debt | $ 80,000,000 | ||||||||||||
Amended And Restated Credit Agreement | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Maximum total net leverage ratio | 4.5 | ||||||||||||
Fourth Incremental Term Facility Amendment | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Extension of maturity date | 1 year | ||||||||||||
Term Loan | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Extinguishment of debt | $ 1,761,000,000 | ||||||||||||
Payment of associated financing fees | $ 12,000,000 | ||||||||||||
Term Loan | Amended And Restated Credit Agreement, Term Loan B | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Credit facility amount | $ 1,775,000,000 | ||||||||||||
Term Loan | Amended And Restated Credit Agreement, Term Loan C | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Credit facility amount | 425,000,000 | ||||||||||||
Term Loan | Incremental Term Loan Facility | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Credit facility amount | $ 350,000,000 | ||||||||||||
Term Loan | Second Amended and Restated Credit Agreement, Term Loan A | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Credit facility amount | $ 600,000,000 | ||||||||||||
Proceeds from line of credit | 597,000,000 | ||||||||||||
Debt instrument discount | 3,000,000 | ||||||||||||
Term Loan | Third Incremental Term Facility Amendment | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Unamortized discount | 2,000,000 | 2,000,000 | |||||||||||
Credit facility amount | 1,900,000,000 | ||||||||||||
Proceeds from line of credit | 1,898,000,000 | ||||||||||||
Debt instrument discount | $ 2,000,000 | ||||||||||||
Term Loan | Second Amended and Restated Credit Agreement | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt issuance costs | 9,000,000 | 9,000,000 | |||||||||||
Unamortized discount | $ 3,000,000 | $ 3,000,000 | |||||||||||
Revolving Credit Facility | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Extinguishment of debt | 120,000,000 | ||||||||||||
Payment of associated financing fees | 11,000,000 | ||||||||||||
Revolving Credit Facility | Senior Secured Credit Facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Face value of outstanding debt | 0 | 0 | 0 | ||||||||||
Revolving Credit Facility | Amended And Restated Credit Agreement | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Credit facility amount | $ 352,000,000 | ||||||||||||
Revolving Credit Facility | Second Amended and Restated Credit Agreement, New Revolver | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Credit facility amount | 400,000,000 | ||||||||||||
Revolving Credit Facility | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Credit facility amount | $ 400,000,000 | ||||||||||||
Senior secured first-lien net leverage ratio | 3.75 | ||||||||||||
Decrease in variable basis spread, quarterly | 0.25% | ||||||||||||
Decrease in variable basis spread, maximum | 0.75% | ||||||||||||
Revolving Credit Facility | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | Eurocurrency | Minimum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 2.50% | ||||||||||||
Revolving Credit Facility | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | Eurocurrency | Maximum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 1.75% | ||||||||||||
Revolving Credit Facility | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | Base Rate | Minimum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 1.50% | ||||||||||||
Revolving Credit Facility | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | Base Rate | Maximum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 0.75% | ||||||||||||
Term Loan B and Incremental Term Loan Facility | Term Loan B and Incremental Term Loan Facility | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Repayment of debt | $ 350,000,000 | ||||||||||||
New Term Loan B | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Face value of outstanding debt | 1,852,832,000 | 1,852,832,000 | 1,862,237,000 | ||||||||||
New Term Loan B | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Credit facility amount | $ 1,891,000,000 | ||||||||||||
Senior secured first-lien net leverage ratio | 3 | ||||||||||||
New Term Loan B | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | Eurocurrency | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 2.25% | ||||||||||||
New Term Loan B | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | Base Rate | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 1.25% | ||||||||||||
New Term Loan B | Fifth Incremental Term Facility Amendment | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Loss on extinguishment of debt | 1,000,000 | ||||||||||||
New Term Loan B | Fifth Incremental Term Facility Amendment | Senior secured credit facilities | Other, net | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Financing fees | 2,000,000 | ||||||||||||
New Term Loan B | Fifth Incremental Term Facility Amendment | Senior secured credit facilities | Eurocurrency | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 2.00% | ||||||||||||
New Term Loan B | Fifth Incremental Term Facility Amendment | Senior secured credit facilities | Base Rate | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 1.00% | ||||||||||||
New Term Loan A | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Face value of outstanding debt | $ 513,000,000 | $ 513,000,000 | $ 527,250,000 | ||||||||||
New Term Loan A | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Credit facility amount | $ 570,000,000 | ||||||||||||
Senior secured first-lien net leverage ratio | 2.25 | ||||||||||||
Decrease in variable basis spread, quarterly | 0.25% | ||||||||||||
Decrease in variable basis spread, maximum | 0.75% | ||||||||||||
New Term Loan A | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | Eurocurrency | Minimum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 2.50% | ||||||||||||
New Term Loan A | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | Eurocurrency | Maximum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 1.75% | ||||||||||||
New Term Loan A | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | Base Rate | Minimum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 1.50% | ||||||||||||
New Term Loan A | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | Base Rate | Maximum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 0.75% |
Debt - Face Value of Outstandin
Debt - Face Value of Outstanding Debt (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Debt outstanding | $ 3,322,093,000 | $ 3,363,420,000 |
Finance lease obligations | 8,922,000 | |
Finance lease obligations | 12,368,000 | |
Face value of total debt outstanding | 3,404,754,000 | 3,431,855,000 |
Less current portion of debt outstanding | (82,661,000) | (68,435,000) |
Senior secured credit facilities | Term Loan A | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 513,000,000 | 527,250,000 |
Senior secured credit facilities | Term Loan A | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on LIBOR | 2.00% | |
Senior secured credit facilities | Term Loan B | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 1,852,832,000 | 1,862,237,000 |
Senior secured credit facilities | Term Loan B | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on LIBOR | 2.00% | |
Senior secured credit facilities | Revolver, $400 million | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 0 | 0 |
Credit facility amount | $ 400,000,000 | |
Senior secured credit facilities | Revolver, $400 million | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on LIBOR | 2.00% | |
Senior secured notes | 5.375% senior secured notes due 2023 | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 530,000,000 | 530,000,000 |
Outstanding debt rate | 5.375% | |
Senior secured notes | 5.25% senior secured notes due 2023 | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 500,000,000 | $ 500,000,000 |
Outstanding debt rate | 5.25% |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Apr. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2017 | Feb. 22, 2017 | |
Derivative [Line Items] | |||||||||
Hedging ineffectiveness recorded in earnings | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Estimated gain reclassified from other comprehensive income (loss) to earnings as contracts settle | 1,000,000 | ||||||||
Interest expense | 39,608,000 | 39,409,000 | 77,621,000 | 77,518,000 | |||||
Derivatives Not Designated as Hedging Instruments | Reclassification out of AOCI | |||||||||
Derivative [Line Items] | |||||||||
Interest expense | $ 2,000,000 | $ 4,000,000 | |||||||
Interest rate swaps | |||||||||
Derivative [Line Items] | |||||||||
Notional amount | $ 750,000,000 | $ 750,000,000 | $ 750,000,000 | $ 750,000,000 | |||||
Interest rate swaps | Derivatives Designated as Hedging Instruments | |||||||||
Derivative [Line Items] | |||||||||
Accumulated losses in other comprehensive income | $ 14,000,000 | ||||||||
Interest rate swaps, 2019 | Cash Flow Hedging | |||||||||
Derivative [Line Items] | |||||||||
Notional amount | $ 600,000,000 | ||||||||
Interest rate swaps, 2020 | Cash Flow Hedging | |||||||||
Derivative [Line Items] | |||||||||
Notional amount | 300,000,000 | ||||||||
Interest rate swaps, 2021 | Cash Flow Hedging | |||||||||
Derivative [Line Items] | |||||||||
Notional amount | $ 450,000,000 | ||||||||
Interest Rate Swap, Floating Term Loan B, 2020 And 2021 | Cash Flow Hedging | |||||||||
Derivative [Line Items] | |||||||||
Notional amount | $ 150,000,000 |
Derivatives - Schedule of Unset
Derivatives - Schedule of Unsettled Purchased Foreign Currency Forward Contracts (Details) - Long - Foreign currency forward contracts ₨ in Thousands, £ in Thousands, zł in Thousands, kr in Thousands, R$ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands | Jun. 30, 2019PLN (zł) | Jun. 30, 2019BRL (R$) | Jun. 30, 2019USD ($) | Jun. 30, 2019INR (₨) | Jun. 30, 2019SEK (kr) | Jun. 30, 2019AUD ($) | Jun. 30, 2019GBP (£) | Jun. 30, 2019SGD ($) | Dec. 31, 2018PLN (zł) | Dec. 31, 2018BRL (R$) | Dec. 31, 2018USD ($) | Dec. 31, 2018INR (₨) | Dec. 31, 2018SEK (kr) | Dec. 31, 2018AUD ($) | Dec. 31, 2018GBP (£) | Dec. 31, 2018SGD ($) |
Polish Zloty | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Notional Amount | zł 242,500 | $ 65,077 | zł 23,950 | $ 17,674 | ||||||||||||
Average Contract Rate | 0.2684 | 0.2684 | 0.2684 | 0.2684 | 0.2684 | 0.2684 | 0.2684 | 0.2684 | 0.7379 | 0.7379 | 0.7379 | 0.7379 | 0.7379 | 0.7379 | 0.7379 | 0.7379 |
Singapore Dollar | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Notional Amount | $ 43,500 | $ 58,900 | $ 5,678 | $ 48,250 | ||||||||||||
Average Contract Rate | 0.7385 | 0.7385 | 0.7385 | 0.7385 | 0.7385 | 0.7385 | 0.7385 | 0.7385 | 0.1177 | 0.1177 | 0.1177 | 0.1177 | 0.1177 | 0.1177 | 0.1177 | 0.1177 |
British Pound Sterling | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Notional Amount | $ 23,764 | £ 18,050 | $ 26,525 | £ 19,600 | ||||||||||||
Average Contract Rate | 1.3166 | 1.3166 | 1.3166 | 1.3166 | 1.3166 | 1.3166 | 1.3166 | 1.3166 | 1.3533 | 1.3533 | 1.3533 | 1.3533 | 1.3533 | 1.3533 | 1.3533 | 1.3533 |
Indian Rupee | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Notional Amount | $ 37,472 | ₨ 2,730,000 | $ 39,956 | ₨ 2,880,000 | ||||||||||||
Average Contract Rate | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 |
Australian Dollar | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Notional Amount | $ 14,341 | $ 20,100 | $ 44,504 | $ 59,800 | ||||||||||||
Average Contract Rate | 0.7135 | 0.7135 | 0.7135 | 0.7135 | 0.7135 | 0.7135 | 0.7135 | 0.7135 | 0.7442 | 0.7442 | 0.7442 | 0.7442 | 0.7442 | 0.7442 | 0.7442 | 0.7442 |
Swedish Krona | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Notional Amount | $ 5,411 | kr 48,300 | $ 64,281 | kr 232,500 | ||||||||||||
Average Contract Rate | 0.1120 | 0.1120 | 0.1120 | 0.1120 | 0.1120 | 0.1120 | 0.1120 | 0.1120 | 0.2765 | 0.2765 | 0.2765 | 0.2765 | 0.2765 | 0.2765 | 0.2765 | 0.2765 |
Brazilian Real | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Notional Amount | R$ 3800 | $ 874 | R$ 14300 | $ 3,753 | ||||||||||||
Average Contract Rate | 0.2448 | 0.2448 | 0.2448 | 0.2448 | 0.2448 | 0.2448 | 0.2448 | 0.2448 | 0.2615 | 0.2615 | 0.2615 | 0.2615 | 0.2615 | 0.2615 | 0.2615 | 0.2615 |
Derivatives - Schedule of Outst
Derivatives - Schedule of Outstanding Interest Rate Swaps (Details) | Jun. 30, 2019USD ($) |
Derivative [Line Items] | |
Interest rate swap contracts, floor rate | 1.00% |
Derivatives Designated as Hedging Instruments | |
Derivative [Line Items] | |
Interest rate swap contracts, floor rate | 0.00% |
Derivatives Designated as Hedging Instruments | 1.65% | |
Derivative [Line Items] | |
Notional Amount | $ 750,000,000 |
Interest Rate Paid | 1.65% |
Derivatives Designated as Hedging Instruments | 2.27% | |
Derivative [Line Items] | |
Notional Amount | $ 1,350,000,000 |
Interest Rate Paid | 2.27% |
Derivatives Designated as Hedging Instruments | 2.19% | |
Derivative [Line Items] | |
Notional Amount | $ 1,200,000,000 |
Interest Rate Paid | 2.19% |
Derivatives Designated as Hedging Instruments | 2.81% | |
Derivative [Line Items] | |
Notional Amount | $ 600,000,000 |
Interest Rate Paid | 2.81% |
Derivatives Not Designated as Hedging Instruments | 2.61% | |
Derivative [Line Items] | |
Notional Amount | $ 750,000,000 |
Interest Rate Paid | 2.61% |
Derivatives Not Designated as Hedging Instruments | 1.67% | |
Derivative [Line Items] | |
Notional Amount | $ 750,000,000 |
Interest Rate Received | 1.67% |
Derivatives - Schedule of Estim
Derivatives - Schedule of Estimated Fair Values of Derivatives Designated as Hedging Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Derivative [Line Items] | ||
Derivative Assets (Liabilities) | $ (15,921) | $ (316) |
Prepaid expenses and other current assets | Foreign exchange contracts | ||
Derivative [Line Items] | ||
Derivative asset | 594 | 0 |
Prepaid expenses and other current assets | Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative asset | 0 | 3,674 |
Other accrued liabilities | Foreign exchange contracts | ||
Derivative [Line Items] | ||
Derivative liability | 0 | (4,285) |
Other accrued liabilities | Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative liability | (4,752) | 0 |
Other assets, net | Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative asset | 0 | 295 |
Other noncurrent liabilities | Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative liability | $ (11,763) | $ 0 |
Derivatives - Schedule of Effec
Derivatives - Schedule of Effects of Derivative Instruments Net of Taxes on Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Derivative [Line Items] | ||||
Amount of (Loss) Gain Recognized in OCI on Derivative, Effective Portion | $ (9,174) | $ (5,226) | $ (14,583) | $ 2,686 |
Amount of Loss (Gain) Reclassified from Accumulated OCI into Income, Effective Portion | 307 | 44 | 2,510 | (1,705) |
Foreign exchange contracts | ||||
Derivative [Line Items] | ||||
Amount of (Loss) Gain Recognized in OCI on Derivative, Effective Portion | 565 | (8,653) | 311 | (6,290) |
Foreign exchange contracts | Cost of revenue | ||||
Derivative [Line Items] | ||||
Amount of Loss (Gain) Reclassified from Accumulated OCI into Income, Effective Portion | 844 | (1,042) | 3,566 | (4,353) |
Interest rate swaps | ||||
Derivative [Line Items] | ||||
Amount of (Loss) Gain Recognized in OCI on Derivative, Effective Portion | (9,739) | 3,427 | (14,894) | 8,976 |
Interest rate swaps | Interest expense, net | ||||
Derivative [Line Items] | ||||
Amount of Loss (Gain) Reclassified from Accumulated OCI into Income, Effective Portion | $ (537) | $ 1,086 | $ (1,056) | $ 2,648 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities) | $ (15,921) | $ (316) |
Recurring | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total | (15,921) | (316) |
Recurring | Level 1 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total | 0 | 0 |
Recurring | Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total | (15,921) | (316) |
Recurring | Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total | 0 | 0 |
Foreign currency forward contracts | Recurring | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities) | 594 | (4,285) |
Foreign currency forward contracts | Recurring | Level 1 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities) | 0 | 0 |
Foreign currency forward contracts | Recurring | Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities) | 594 | (4,285) |
Foreign currency forward contracts | Recurring | Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities) | 0 | 0 |
Interest rate swaps | Recurring | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities) | (16,515) | 3,969 |
Interest rate swaps | Recurring | Level 1 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities) | 0 | 0 |
Interest rate swaps | Recurring | Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities) | (16,515) | 3,969 |
Interest rate swaps | Recurring | Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities) | $ 0 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value and Carrying Value of Debt (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Term Loan A | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Financial instrument fair value | $ 510,435,000 | $ 520,000,000 |
Term Loan A | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Financial instrument fair value | 511,541,000 | 525,514,000 |
Term Loan B | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Financial instrument fair value | 1,850,516,000 | 1,798,233,000 |
Term Loan B | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Financial instrument fair value | 1,847,611,000 | 1,856,496,000 |
Revolver, $400 million | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Credit facility amount | 400,000,000 | |
Revolver, $400 million | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Financial instrument fair value | 0 | 0 |
Revolver, $400 million | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Financial instrument fair value | 0 | 0 |
5.375% senior secured notes due 2023 | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Financial instrument fair value | $ 543,780,000 | 529,799,000 |
Interest rate | 5.375% | |
5.375% senior secured notes due 2023 | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Financial instrument fair value | $ 530,000,000 | 530,000,000 |
5.25% senior secured notes due 2023 | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Financial instrument fair value | $ 515,320,000 | 495,248,000 |
Interest rate | 5.25% | |
5.25% senior secured notes due 2023 | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Financial instrument fair value | $ 500,000,000 | $ 500,000,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Equity [Abstract] | ||
Defined benefit pension and other post retirement benefit plans | $ (137,541) | $ (139,430) |
Unrealized foreign currency translation gain | 5,694 | 7,201 |
Unrealized loss on foreign currency forward contracts and interest rate swaps | (12,569) | (495) |
Total accumulated other comprehensive loss, net of tax | $ (144,416) | $ (132,724) |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Basic and Diluted Earnings Per Share from Continuing Operations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Numerator: | ||||
Income from continuing operations | $ 28,094 | $ 92,565 | $ 87,308 | $ 183,014 |
Less: Net income attributable to noncontrolling interests | 1,606 | 1,079 | 2,518 | 2,441 |
Net income from continuing operations available to common stockholders, basic and diluted | $ 26,488 | $ 91,486 | $ 84,790 | $ 180,573 |
Denominator: | ||||
Basic weighted-average common shares outstanding (in shares) | 274,245 | 275,715 | 274,911 | 275,220 |
Add: Dilutive effect of stock options and restricted stock awards (in shares) | 1,238 | 1,465 | 1,685 | 1,345 |
Diluted weighted-average common shares outstanding (in shares) | 275,483 | 277,180 | 276,596 | 276,565 |
Earnings per share from continuing operations: | ||||
Basic (in dollars per share) | $ 0.10 | $ 0.33 | $ 0.31 | $ 0.66 |
Diluted (in dollars per share) | $ 0.10 | $ 0.33 | $ 0.31 | $ 0.65 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Common stock equivalents (in shares) | 2 | 4 | 1 | 4 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 69,130 | |
Other accrued liabilities | 25,365 | |
Other noncurrent liabilities | $ 50,125 | |
Topic 842 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 72,000 | |
Other accrued liabilities | 25,000 | |
Other noncurrent liabilities | $ 47,000 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 6,546 | $ 12,887 |
Finance lease cost: | ||
Amortization of right-of-use assets | 1,785 | 3,571 |
Interest on lease liabilities | 122 | 265 |
Total finance lease cost | $ 1,907 | $ 3,836 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows used in operating leases | $ 13,184 |
Operating cash flows used in finance leases | 265 |
Financing cash flows used in finance leases | 3,446 |
Right-of-use assets obtained in exchange for lease obligations: | |
Operating leases | 15,232 |
Finance leases | $ 0 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Operating Leases | |
Operating lease right-of-use assets | $ 69,130 |
Other accrued liabilities | 25,365 |
Other noncurrent liabilities | 50,125 |
Total operating lease liabilities | 75,490 |
Finance Leases | |
Property and equipment | 34,952 |
Accumulated depreciation | (23,693) |
Property and equipment, net | 11,259 |
Other accrued liabilities | 6,851 |
Other noncurrent liabilities | 2,071 |
Total finance lease liabilities | $ 8,922 |
Weighted Average Remaining Lease Term (in years) | |
Operating leases | 4 years 9 months 18 days |
Finance leases | 1 year 1 month 6 days |
Weighted Average Discount Rate | |
Operating leases | 5.20% |
Finance leases | 4.70% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Operating Leases | |
2019 | $ 13,951 |
2020 | 21,042 |
2021 | 15,238 |
2022 | 10,957 |
2023 | 7,915 |
Thereafter | 17,528 |
Total | 86,631 |
Imputed Interest | (11,141) |
Total | 75,490 |
Finance Leases | |
2019 | 3,617 |
2020 | 5,610 |
2021 | 0 |
2022 | 0 |
2023 | 0 |
Thereafter | 0 |
Total | 9,227 |
Imputed Interest | (305) |
Total | $ 8,922 |
Contingencies - Antitrust Litig
Contingencies - Antitrust Litigation and Investigations (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2016 | Jun. 30, 2019 | |
Loss Contingencies [Line Items] | |||||
VAT receivables | $ 21 | ||||
Foreign Tax Authority | Indian Income Tax Litigation | |||||
Loss Contingencies [Line Items] | |||||
Taxes, interest and penalties | $ 43 | ||||
US Airways Litigation | |||||
Loss Contingencies [Line Items] | |||||
Damages awarded | $ 15 | $ 15 | |||
Loss contingency accrual | $ 32 | 32 | |||
Reasonable attorneys' fees, expenses and costs | 17 | ||||
US Airways Litigation | Minimum | |||||
Loss Contingencies [Line Items] | |||||
Estimate of possible loss | 32 | 32 | |||
US Airways Litigation | Maximum | |||||
Loss Contingencies [Line Items] | |||||
Estimate of possible loss | 65 | $ 65 | |||
US Airways Litigation | US Airways | |||||
Loss Contingencies [Line Items] | |||||
Damages awarded | $ 15 | $ 5 | |||
Attorneys' fees and costs sought | $ 125 |
Segment Information - Summary o
Segment Information - Summary of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 1,000,006 | $ 984,376 | $ 2,049,367 | $ 1,972,745 |
Adjusted Gross Profit | 350,438 | 373,678 | 723,528 | 778,257 |
Adjusted Operating Income | 126,953 | 171,986 | 282,715 | 369,582 |
Adjusted EBITDA | 235,635 | 277,002 | 497,984 | 578,340 |
Depreciation and amortization | 104,847 | 102,943 | 208,290 | 204,819 |
Adjusted Capital Expenditures | 29,332 | 67,187 | 67,196 | 131,886 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 284,183 | 324,169 | 592,437 | 671,934 |
Depreciation and amortization | 87,626 | 83,728 | 173,873 | 167,344 |
Adjusted Capital Expenditures | 17,871 | 44,733 | 38,843 | 93,547 |
Operating Segments | Travel Network | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 724,632 | 719,685 | 1,498,600 | 1,440,821 |
Adjusted Gross Profit | 252,293 | 275,740 | 534,973 | 573,756 |
Adjusted Operating Income | 159,797 | 196,003 | 352,969 | 407,847 |
Adjusted EBITDA | 210,364 | 244,099 | 453,219 | 505,686 |
Depreciation and amortization | 30,721 | 28,435 | 61,276 | 58,722 |
Adjusted Capital Expenditures | 4,877 | 13,744 | 9,863 | 28,039 |
Operating Segments | Airline Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 211,833 | 204,822 | 424,760 | 411,425 |
Adjusted Gross Profit | 85,801 | 84,260 | 163,932 | 174,023 |
Adjusted Operating Income | 22,660 | 22,813 | 38,084 | 53,525 |
Adjusted EBITDA | 65,945 | 69,116 | 124,339 | 143,535 |
Depreciation and amortization | 43,285 | 46,303 | 86,255 | 90,010 |
Adjusted Capital Expenditures | 11,096 | 22,825 | 23,586 | 47,170 |
Operating Segments | Hospitality Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 73,876 | 68,314 | 146,707 | 136,442 |
Adjusted Gross Profit | 16,767 | 18,653 | 32,477 | 38,896 |
Adjusted Operating Income | (5,746) | 1,964 | (11,463) | 4,101 |
Adjusted EBITDA | 7,874 | 10,954 | 14,879 | 22,713 |
Depreciation and amortization | 13,620 | 8,990 | 26,342 | 18,612 |
Adjusted Capital Expenditures | 1,898 | 8,164 | 5,394 | 18,338 |
Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (10,335) | (8,445) | (20,700) | (15,943) |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Gross Profit | (4,423) | (4,975) | (7,854) | (8,418) |
Adjusted Operating Income | (49,758) | (48,794) | (96,875) | (95,891) |
Adjusted EBITDA | (48,548) | (47,167) | (94,453) | (93,594) |
Depreciation and amortization | 17,221 | 19,215 | 34,417 | 37,475 |
Adjusted Capital Expenditures | $ 11,461 | $ 22,454 | $ 28,353 | $ 38,339 |
Segment Information - Adjusted
Segment Information - Adjusted Gross Margin (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting [Abstract] | ||||
Adjusted Gross Profit | $ 350,438 | $ 373,678 | $ 723,528 | $ 778,257 |
Less adjustments: | ||||
Selling, general and administrative | 154,705 | 123,784 | 306,096 | 253,895 |
Cost of revenue adjustments: | ||||
Depreciation and amortization | 86,593 | 85,013 | 171,513 | 168,939 |
Amortization of upfront incentive consideration | 19,846 | 19,661 | 38,974 | 39,117 |
Stock-based compensation | 7,381 | 6,387 | 14,625 | 12,072 |
Operating income | $ 81,913 | $ 138,833 | $ 192,320 | $ 304,234 |
Segment Information - Adjustmen
Segment Information - Adjustment Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting [Abstract] | ||||
Adjusted Operating Income | $ 126,953 | $ 171,986 | $ 282,715 | $ 369,582 |
Less adjustments: | ||||
Joint venture equity income | 413 | 951 | 946 | 2,122 |
Acquisition-related amortization | 16,011 | 17,588 | 31,995 | 35,178 |
Acquisition-related costs | 8,935 | 0 | 20,641 | 0 |
Litigation costs, net | 1,386 | 1,020 | 2,824 | 1,848 |
Stock-based compensation | 18,295 | 13,594 | 33,989 | 26,200 |
Operating income | $ 81,913 | $ 138,833 | $ 192,320 | $ 304,234 |
Segment Information - Adjuste_2
Segment Information - Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ 235,635 | $ 277,002 | $ 497,984 | $ 578,340 |
Less adjustments: | ||||
Depreciation and amortization of property and equipment | 79,209 | 74,960 | 154,557 | 149,423 |
Amortization of capitalized implementation costs | 9,627 | 10,395 | 21,738 | 20,218 |
Acquisition-related amortization | 16,011 | 17,588 | 31,995 | 35,178 |
Amortization of upfront incentive consideration | 19,846 | 19,661 | 38,974 | 39,117 |
Interest expense, net | 39,608 | 39,409 | 77,621 | 77,518 |
Loss on extinguishment of debt | 0 | 0 | 0 | 633 |
Other, net | 2,479 | 7,735 | 4,349 | 8,841 |
Acquisition-related costs | 8,935 | 0 | 20,641 | 0 |
Litigation costs, net | 1,386 | 1,020 | 2,824 | 1,848 |
Stock-based compensation | 18,295 | 13,594 | 33,989 | 26,200 |
Provision for income taxes | 12,145 | 75 | 23,988 | 36,350 |
Income from continuing operations | $ 28,094 | $ 92,565 | $ 87,308 | $ 183,014 |
Minimum | ||||
Less adjustments: | ||||
Average expected life of the service contract to cost of revenue | 3 years | |||
Maximum | ||||
Less adjustments: | ||||
Average expected life of the service contract to cost of revenue | 10 years |