---

---

ITEM 1.	BUSINESS

---

•	Commitment to develop innovative technology products through investment of significant resources in solutions that address key customer needs which include retailing solutions, mobile capabilities, data analytics and business intelligence and workflow optimization.

•	Geographic expansion beyond our traditional strengths by seeking to deepen our presence in high-growth geographies in Europe, including high-growth Eastern European markets, APAC and Latin America.

•	Pursuit of new customers and marketplace content through seeking to actively add new travel supplier content to Travel Network and continuing to pursue new customers for our Airline and Hospitality Solutions business.

•	Strengthen relationships with existing customers, including promoting the adoption of our products within and across our existing customers.

---

---

---

ITEM 1A.	RISK FACTORS

•	general and local economic conditions;

•	financial instability of travel suppliers and the impact of any fundamental corporate changes to such travel suppliers, such as airline bankruptcies or consolidations, on the cost and availability of travel content;

•	factors that affect demand for travel such as outbreaks of contagious diseases, including Zika, Ebola and the MERS virus, increases in fuel prices, changing attitudes towards the environmental costs of travel and safety concerns;

•	inclement weather, natural or man-made disasters;

•	political events like acts or threats of terrorism, hostilities and war; and

•	factors that affect supply of travel such as changes to regulations governing airlines and the travel industry, like government sanctions that do or would prohibit doing business with certain state-owned travel suppliers, work stoppages or labor unrest at any of the major airlines, hotels or airports.

---

---

---

•	business, political and economic instability in foreign locations, including actual or threatened terrorist activities, and military action;

•	changes in foreign currency exchange rates and financial risk arising from transactions in multiple currencies;

•	adverse laws and regulatory requirements, including more comprehensive regulation in the EU;

•	difficulty in developing, managing and staffing international operations because of distance, language and cultural differences;

•	disruptions to or delays in the development of communication and transportation services and infrastructure;

•	consumer attitudes, including the preference of customers for local providers;

•	increasing labor costs due to high wage inflation in foreign locations, differences in general employment conditions and the degree of employee unionization and activism;

•	export or trade restrictions or currency controls;

•	more restrictive data privacy requirements;

•	governmental policies or actions, such as consumer, labor and trade protection measures;

•	taxes, restrictions on foreign investment and limits on the repatriation of funds;

•	diminished ability to legally enforce our contractual rights; and

•	decreased protection for intellectual property.

---

---

•	the features of the implemented software may not meet the expectations or fit the business model of the customer;

---

•	our limited pool of trained experts for implementations cannot quickly and easily be augmented for complex implementation projects, such that resources issues, if not planned and managed effectively, could lead to costly project delays;

•	customer-specific factors, such as the stability, functionality, interconnection and scalability of the customer’s pre-existing information technology infrastructure, as well as financial or other circumstances could destabilize, delay or prevent the completion of the implementation process, which, for airline reservations systems, typically takes 12 to 18 months; and

•	customers and their partners may not fully or timely perform the actions required to be performed by them to ensure successful implementation, including measures we recommend to safeguard against technical and business risks.

•

Any of these providers fail to enable us to provide our customers and suppliers with reliable, real-time access to our systems. For example, in 2013, we experienced a significant outage of the Sabre platform due to a failure on the part of one of our service providers. This outage, which affected both our Travel Network business and our Airline Solutions business, lasted several hours and caused significant problems for our customers. Any such future outages could cause damage to our reputation, customer loss and require us to pay compensation to affected customers for which we may not be indemnified or compensated.

•	Our arrangements with such providers are terminated or impaired and we cannot find alternative sources of technology or systems support on commercially reasonable terms or on a timely basis. For example, our substantial dependence on HPE for many of our systems makes it difficult for us to switch vendors and makes us more sensitive to changes in HPE’s pricing for its services.

---

---

---

---

•

While we take reasonable steps to protect our brands and trademarks, we may not be successful in maintaining or defending our brands or preventing third parties from adopting similar brands. If our competitors infringe our principal trademarks, our brands may become diluted or if our competitors introduce brands or products that cause confusion with our brands or products in the marketplace, the value that our consumers associate with our brands may become diminished, which could negatively impact revenue.

•

Our patent applications may not be granted, and the patents we own could be challenged, invalidated, narrowed or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Once our patents expire, or if they are invalidated, narrowed or circumvented, our competitors may be able to utilize the technology protected by our patents which may adversely affect our business.

•

Although we rely on copyright laws to protect the works of authorship created by us, we do not generally register the copyrights in our copyrightable works where such registration is permitted. Copyrights of U.S. origin must be registered before the copyright owner may bring an infringement suit in the United States. Accordingly, if one of our unregistered copyrights of U.S. origin is infringed by a third party, we will need to register the copyright before we can file an infringement suit in the United States, and our remedies in any such infringement suit may be limited.

•	We use reasonable efforts to protect our trade secrets. However, protecting trade secrets can be difficult and our efforts may provide inadequate protection to prevent unauthorized use, misappropriation, or disclosure of our trade secrets, know how, or other proprietary information.

•	We also rely on our domain names to conduct our online businesses. While we use reasonable efforts to protect and maintain our domain names, if we fail to do so the domain names may become available to others. Further, the regulatory bodies that oversee domain name registration may change their regulations in a way that adversely affects our ability to register and use certain domain names.

---

---

---

---

•	general economic and capital market conditions;

•	the availability of credit from banks or other lenders;

•	investor confidence in us; and

•	our results of operations.

•	increased vulnerability to general adverse economic and industry conditions;

•	higher interest expense if interest rates increase on our floating rate borrowings and our hedging strategies do not effectively mitigate the effects of these increases;

•	need to divert a significant portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of cash to fund working capital, capital expenditures, acquisitions, investments and other general corporate purposes;

•	limited ability to obtain additional financing, on terms we find acceptable, if needed, for working capital, capital expenditures, expansion plans and other investments, which may adversely affect our ability to implement our business strategy;

•	limited flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate or to take advantage of market opportunities; and

•	a competitive disadvantage compared to our competitors that have less debt.

---

•	re-measurement gains and losses from changes in the value of foreign denominated assets and liabilities;

•	translation gains and losses on foreign subsidiary financial results that are translated into U.S. dollars, our functional currency, upon consolidation;

•	planning risk related to changes in exchange rates between the time we prepare our annual and quarterly forecasts and when actual results occur; and

•	the impact of relative exchange rate movements on cross-border travel, principally travel between Europe and the United States.

•	incur liens on our property, assets and revenue;

---

•	borrow money, and guarantee or provide other support for the indebtedness of third parties;

•	pay dividends or make other distributions on, redeem or repurchase our capital stock;

•	prepay, redeem or repurchase certain of our indebtedness;

•	enter into certain change of control transactions;

•	make investments in entities that we do not control, including joint ventures;

•	enter into certain asset sale transactions, including divestiture of certain company assets and divestiture of capital stock of wholly-owned subsidiaries;

•	enter into certain transactions with affiliates;

•	enter into secured financing arrangements;

•	enter into sale and leaseback transactions;

•	change our fiscal year; and

•	enter into substantially different lines of business.

---

---

ITEM 1B.	UNRESOLVED STAFF COMMENTS

ITEM 2.	PROPERTIES

---

ITEM 3.	LEGAL PROCEEDINGS

---

---

---

---

ITEM 4.	MINE SAFETY DISCLOSURES

---

---

---

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(1)	Represents shares repurchased from Morgan Stanley & Co. LLC (“Morgan Stanley”) that were sold to Morgan Stanley by stockholders affiliated with TPG and Silver Lake in connection with a secondary offering.

(2)

Share repurchases were made pursuant to a share repurchase program authorized by our Board of Directors on October 31, 2015. This program was announced on November 4, 2015 and allowed for the purchase of up to $100 million of outstanding shares of our common stock in privately negotiated transactions or in the open market, or otherwise. Further share repurchases would require authorization by our Board of Directors.

---

---

ITEM 6.	SELECTED FINANCIAL DATA

---

(1)

In the fourth quarter of 2015, we adopted new accounting standards that changed the presentation of deferred tax assets and liabilities and debt issuance costs; see Note 1, Summary of Business and Significant Accounting Policies for additional information. We applied the new guidance on a retrospective basis to the balance sheet data as of December 31, 2014. The balance sheet data as of December 2013, 2012 and 2011 were not adjusted.

---

---

---

(1)

Net income (loss) attributable to non-controlling interests represents an adjustment to include earnings allocated to non-controlling interest held in (i) Sabre Travel Network Middle East of 40% for all periods presented, (ii) Sabre Australia Technologies I Pty Ltd (“Sabre Pacific”) of 49% through February 24, 2012, the date we sold this business, (iii) Travelocity.com LLC of approximately 9.5% through December 31, 2012, the date we merged this minority interest back into our capital structure, (iv) Sabre Seyahat Dagitim Sistemleri A.S. of 40% beginning in April 2014, and (v) Abacus International Lanka Pte Ltd of 40% beginning in July 2015.

---

(2)	Represents asset impairment charges as well as $24 million in 2012 of our share of impairment charges recorded by our previous equity method investment, AIPL.

(3)	Depreciation and amortization expenses:

a.	Acquisition-related amortization represents amortization of intangible assets from the take-private transaction in 2007 as well as intangibles associated with acquisitions since that date. Also includes amortization of the excess basis in our underlying equity interest in AIPL's net assets prior to our acquisition of AIPL on July 1, 2015.

b.	Depreciation and amortization of property and equipment includes software developed for internal use.

c.	Amortization of capitalized implementation costs represents amortization of upfront costs to implement new customer contracts under our SaaS and hosted revenue model.

(4)

Our Travel Network business at times provides upfront incentive consideration to travel agency subscribers at the inception or modification of a service contract, which are capitalized and amortized to cost of revenue over an average expected life of the service contract, generally over three to five years. Such consideration is made with the objective of increasing the number of clients or to ensure or improve customer loyalty. Such service contract terms are established such that the supplier and other fees generated over the life of the contract will exceed the cost of the incentive consideration provided upfront. Such 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.

(5)

In 2015, we recognized a gain of $78 million associated with the remeasurement of our previously-held 35% investment in AIPL to its fair value and a gain of $12 million related to the settlement of pre-existing agreements between us and AIPL. In 2014, other, net primarily includes a fourth quarter charge of $66 million as a result of an increase to our tax receivable agreement (“TRA”) liability. The increase in our TRA liability is due to a reduction in a valuation allowance maintained against our deferred tax assets. This charge is fully offset by an income tax benefit recognized in the fourth quarter of 2014 from the reduction in the valuation allowance which is included in tax impacts of net income adjustments. In addition, all periods presented include 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. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Tax Receivable Agreement” for additional information regarding the TRA.

(6)

Restructuring and other costs represents charges associated with business restructuring and associated changes implemented which resulted in severance benefits related to employee terminations, integration and facility opening or closing costs and other business reorganization costs. In 2013, we recognized a restructuring charge of $8 million associated with our corporate technology organization, the majority of which was paid in 2014. In 2015, we recognized a restructuring charge of $9 million associated with the integration of Abacus, of which $1 million was paid.

(7)	Acquisition-related costs represent fees and expenses incurred associated with the acquisition of Abacus and the Trust Group.

(8)	Litigation costs represent charges associated with antitrust litigation.

(9)

We paid an annual management fee to TPG Global, LLC (“TPG”) and Silver Lake Management Company (“Silver Lake”) in an amount between (i) $5 million and (ii) $7 million, plus reimbursement of certain costs incurred by TPG and Silver Lake, pursuant to the management services agreement (the “MSA”). In addition, we paid a $21 million fee, in the aggregate, to TPG and Silver Lake in connection with our initial public offering in 2014. The MSA was terminated in conjunction with our initial public offering.

(10)	In 2014, the tax impact on net income adjustments includes a $66 million benefit recognized in the fourth quarter of 2014 from the reduction in a valuation allowance maintained against our deferred tax assets.

(11)

The diluted weighted-average share outstanding presented for the year ended December 31, 2012 differs from GAAP and assumes the inclusion of 5,624,000 common stock equivalents associated with stock-options and restricted stock awards. We recognized a loss from continuing operations during the year ended December 31, 2012, which results in the basic weighted-average shares outstanding and the diluted-weighted average shares outstanding to be the same under GAAP.

(12)	The adjustments to reconcile cash provided by operating activities to Adjusted Free Cash Flow reflect the amounts expensed in our statements of operations in the respective periods adjusted for cash and non-cash portions in instances where material.

(13)

The years 2015, 2014 and 2013 include payment credits used by American Airlines to pay for purchases of our technology services. The payment credits were provided by us as part of our litigation settlement with American Airlines. The year 2014 also includes a $50 million payment to American Airlines in conjunction with the new Airline Solutions contract, which is being amortized as a reduction to revenue over the contract term. This payment reduced payment credits originally offered to American Airlines as a part of the litigation settlement in 2012, contingent upon the signature of a new reservation agreement, which were extended to include the combined American Airlines and US Airways reservation contract. The payment credits would have been utilized for future billings under the new agreement. The years 2013 and 2012 include payments associated with our litigation settlement with American Airlines.

---

•	although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted Gross Margin and Adjusted EBITDA do not reflect cash requirements for such replacements;

•	Adjusted Net Income and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

•	Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our indebtedness;

•	Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us;

•	Free Cash Flow and Adjusted Free Cash Flow do not reflect the cash requirements necessary to service the principal payments on our indebtedness;

•	Adjusted Free Cash Flow does not reflect payments related to restructuring activities, litigation, acquisition-related costs and management fees;

•	Free Cash Flow and Adjusted Free Cash Flow remove the impact of accrual-basis accounting on asset accounts and non-debt liability accounts; and

•	other companies, including companies in our industry, may calculate Adjusted Gross Margin, Adjusted Net Income, Adjusted EBITDA, Adjusted Capital Expenditures, Free Cash Flow or Adjusted Free Cash Flow differently, which reduces their usefulness as comparative measures.

---

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

---

---

---

---

•

a $272 million increase in transaction-based revenue to $1,887 million primarily due to the acquisition of Abacus. Direct Billable Bookings increased by 18% to 443 million in the year ended December 31, 2015. Excluding the impact of the acquisition of Abacus, Direct Billable Bookings increased by 6%, which was driven by growth of 6% in North America and 15% in EMEA, partially offset by a slight decline in Latin America; and

•	the increase in revenue was partially offset by a $21 million decrease in other revenue related to services we provided to Abacus prior to the acquisition.

•

a $57 million increase in Airline Solutions’ SabreSonic revenue for the year ended December 31, 2015 compared to the same period in the prior year. Approximately $38 million of the revenue increase in SabreSonic is attributable to growth in PBs of 15% to 585 million for the year ended December 31, 2015, combined with a $10 million increase in revenue due to broader adoption of our products by our existing customers. The growth in PBs was driven by existing customers and also by the cutover of American Airlines Group to SabreSonic in the fourth quarter of 2015. In addition, revenue associated with the extension of a services contract with a significant customer increased by $10 million during the year ended December 31, 2015. This contract was extended in conjunction with a litigation settlement agreement with that customer in 2012; and

•	a $28 million increase in Hospitality Solutions revenue to $159 million for the year ended December 31, 2015 compared to $132 million in the prior year, primarily driven by an increase in CRS transactions.

---

---

---

•

a $26 million increase in transaction-based revenue to $1,615 million as a result of an 8 million increase in Direct Billable Bookings, or 2%, to 376 million for the year ended December 31, 2014. The increase in bookings was partially offset by a decrease of less than 1% in the average booking fee primarily due to the impact on our average booking fee from US Airways merger with American Airlines, the unfavorable political and economic environment in Venezuela and the resolution of a billing dispute with US Airways. See “Liquidity and Capital Resources—Recent Events Impacting Our Liquidity—Political and Economic Environment in Venezuela” for a description of the impact of the environment in Venezuela on our business; and

•	a $7 million increase in other revenue including media and marketing services.

•

a $36 million increase in Airline Solutions’ SabreSonic revenue for the year ended December 31, 2014 compared to the prior year. PBs increased 33 million, or 7%, to 511 million for the year ended December 31, 2014 which was driven by growth from existing customers and resulted in an increase in revenue of $18 million. In addition, we recognized $19 million in revenue during the year ended December 31, 2014 associated with the extension of a services contract with a significant customer. This contract was extended in conjunction with a litigation settlement agreement with that customer in 2012. These increases were partially offset by a decrease in revenue from professional services;

•	a $20 million increase in Airline Solutions’ commercial and operations solutions; and

•	a $19 million increase in Hospitality Solutions revenue to $132 million for the year ended December 31, 2014 compared to $113 million in the prior year, primarily driven by an increase in CRS transactions.

---

---

---

---

---

---

---

•	in April 2015, we issued $530 million of our 5.375% senior secured notes due in 2023 and used the net proceeds of $522 million to redeem all of the $480 million principal of our senior secured notes due 2019, pay a $31 million redemption premium and $2 million make-whole premium;

•	in November 2015, we issued $500 million of 5.25% senior secured notes due 2023 and used the net proceeds of $494 million to repay $235 million of the $400 million senior secured notes due 2016, pay a $5 million make-whole premium and repurchase 3,400,000 shares of our common stock totaling $99 million;

•	we paid down $21 million of the term loan outstanding as part of quarterly principal repayments;

•	we paid $99 million in dividends on our common stock; and

•	received net proceeds of $47 million from the settlement of stock-based awards.

•	we entered into the Repricing Amendments which resulted in proceeds of $148 million from new lenders which were utilized to repay prior lenders. There was no net change in our outstanding indebtedness as a result of the Repricing Amendments;

•	we raised $672 million net proceeds from our initial public offering and utilized the net proceeds to repay $296 million aggregate principal amount of our Term Loan C and $320 million aggregate principal amount of our 2019 Notes;

•	we paid down $37 million of the term loan outstanding as part of quarterly principal repayments;

---

•	we paid $30 million in debt-related costs including a $27 million prepayment fee on our 2019 Notes;

•	we paid $27 million in contingent consideration associated with our acquisition of PRISM in 2012; and

•	we paid $48 million in dividends on our common stock.

•	we raised $2,190 million through the issuance of the Term B Facility and Term C Facility loans;

•	we raised $350 million through the issuance of the Incremental Term Facility;

•	we utilized $2,178 million of the Term B Facility and Term C Facility proceeds to pay down the initial, extended and incremental term loans;

•	we incurred $19 million in debt issuance and third-party debt modification costs; and

•	we paid down $82 million of the term loan outstanding as part of quarterly mandatory prepayments.

(1)

Includes all interest and principal of borrowings under our senior secured credit facilities, senior unsecured notes due 2016, senior secured notes due 2023 and capital lease obligations. Under certain circumstances, we are required to pay a percentage of the excess cash flow, if any, generated each year to our lenders which obligation is not reflected in the table above. Interest on the term loan is based on the LIBOR rate plus a base margin and includes the effect of interest rate swaps. For purposes of this table, we have used projected LIBOR rates for all future periods. See Note 8, Debt, to our consolidated financial statements.

(2)	Includes all interest and principal related to our mortgage facility, which matures on April 1, 2017. See Note 8, Debt, to our consolidated financial statements.

(3)

We lease approximately one million square feet of office space in 108 locations in 54 countries. Lease payment escalations are based on fixed annual increases, local consumer price index changes or market rental reviews. We have renewal options of various term lengths at 48 locations, and we have no purchase options and no restrictions imposed by our leases concerning dividends or additional debt.

---

(4)	Represents minimum amounts due to HPE under the terms of an outsourcing agreement through which HPE manages a significant portion of our information technology systems. Actual payments may vary significantly from the minimum amounts presented.

(5)

Purchase obligations represent an estimate of all open purchase orders and contractual obligations in the ordinary course of business for which we have not received the goods or services as of December 31, 2015. Although open purchase orders are considered enforceable and legally binding, the terms generally allow us the option to cancel, reschedule and adjust our requirements based on our business needs prior to the delivery of goods or performance of services.

(6)

Our letters of credit consist of stand-by letters of credit, underwritten by a group of lenders, which we primarily issue for certain regulatory purposes as well as to certain hotel properties to secure our payment for hotel room transactions. The contractual expiration dates of these letters of credit are shown in the table above. There were no claims made against any stand‑by letters of credit during the years ended December 31, 2015, 2014 and 2013.

(7)	Unrecognized tax benefits include associated interest and penalties. The timing of related cash payments for substantially all of these liabilities is inherently uncertain because the ultimate amount and timing of such liabilities is affected by factors which are variable and outside our control.

(8)	The timing of future payments under the TRA is uncertain and dependent on the timing of the realization of taxable income. We expect to make the total required payments over the next five years with no material payments to occur before 2017. See Note 7, Income Taxes, to our consolidated financial statements and “—Tax Receivable Agreement.”

(9)	Excludes pension obligations, see Note 14, Pension and Other Postretirement Benefit Plans, to our consolidated financial statements.

---

---

---

---

---

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

---

---

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

(1)	The year ended December 31, 2015 includes $31 million of reclassified cumulative translation gains associated with our lastminute.com subsidiaries. See “Divestiture of lastminute.com—Cumulative Translation Adjustments” for additional information.

(2)	The year ended December 31, 2015 includes a U.S. tax benefit of $93 million; see “Divestiture of lastminute.com—U.S. Tax Benefit” for additional information.

---

---

---

(1)	Includes net foreign currency effects during the year.

---

---

(1)	Primarily related to our share of AIPL’s accumulated other comprehensive income. See Note 4, Equity Method Investments.

---

---

---

---

---

(1)	Applicable margins do not reflect potential step downs which are determined by the Senior Secured Leverage Ratio. See below for additional information.

---

---

---

---

---

---

---

(1)	Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options awards and the closing price of our common stock of $27.97 on December 31, 2015.

(2)	Includes performance-based stock options granted in 2008 under the Sovereign MEIP. The vesting of these performance-based stock options was contingent upon a liquidity event which occurred in the first quarter of 2015. As a result of the liquidity event, we recognized expense of $3 million during the year ended December 31, 2015.

---

---

---

---

---

---

---

---

---

---

---

---

---

(a)	The following table sets forth the reconciliation of Adjusted Gross Margin to operating income in our statement of operations:

(b)	The following tables set forth the reconciliation of Adjusted EBITDA to loss from continuing operations in our statement of operations:

(1)	Depreciation and amortization expenses (see Note 1, Summary of Business and Significant Accounting Policies for associated asset lives):

a.	Depreciation and amortization of property and equipment includes software developed for internal use.

b.	Amortization of capitalized implementation costs represents amortization of upfront costs to implement new customer contracts under our SaaS and hosted revenue model.

c.	Acquisition-related amortization represents amortization of intangible assets from the take-private transaction in 2007 as well as intangibles associated with acquisitions since that date. Also includes amortization of the excess basis in our underlying equity interest in AIPL's net assets prior to our acquisition of AIPL on July 1, 2015.

(2)

Our Travel Network business at times makes upfront cash payments or other consideration to travel agency subscribers at the inception or modification of a service contract, which are capitalized and amortized over an average expected life of the service contract, generally over three to five years. Such consideration is made with the objective of increasing the number of clients or to ensure or improve customer loyalty. Such 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. Such service contracts with travel agency subscribers require that the customer commit to achieving certain economic objectives and generally have terms requiring repayment of the upfront incentive consideration if those objectives are not met.

(3)

In 2015, we recognized a gain of $78 million associated with the remeasurement of our previously-held 35% investment in AIPL to its fair value and a gain of $12 million related to the settlement of pre-existing agreements between us and AIPL. In 2014, other, net primarily includes a fourth quarter charge of $66 million as a result of an increase to our TRA liability. The increase in our TRA liability is due to a reduction in a valuation allowance maintained against our deferred tax assets. This charge is fully offset by an income tax benefit recognized in the fourth quarter of 2014 from the reduction in the valuation allowance which is included in tax impacts of net income adjustments. In addition, all periods presented include 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)

Restructuring and other costs represents charges associated with business restructuring and associated changes implemented which resulted in severance benefits related to employee terminations, integration and facility opening or closing costs and other business reorganization costs.  In 2013, we recognized a restructuring charge of $8 million associated with our corporate technology organization. In 2015, we recognized a restructuring charge of $9 million associated with the integration of Abacus.

(5)	Acquisition-related costs represent fees and expenses incurred associated with the acquisition of Abacus and the Trust Group.

(6)	Litigation costs represent charges associated with antitrust litigation.

(7)

We paid an annual management fee to TPG and Silver Lake in an amount between (i) $5 million and (ii) $7 million, plus reimbursement of certain costs incurred by TPG and Silver Lake, pursuant to the MSA. In addition, we paid a $21 million fee, in the aggregate, to TPG and Silver Lake in connection with our initial public offering in 2014. The MSA was terminated in conjunction with our initial public offering.

(c)	Includes capital expenditures and capitalized implementation costs as summarized below:

---

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9A.	CONTROLS AND PROCEDURES

---

ITEM 9B.	OTHER INFORMATION

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

•	“Certain Information Regarding Nominees for Director” under “Proposal 1. Election of Directors,” which identifies our directors and nominees for our Board of Directors, and “Stockholders’ Agreement” under “Corporate Governance.”

•	“Section 16(a) Beneficial Ownership Reporting Compliance.”

•	“Corporate Governance—Other Corporate Governance Matters—Business Ethics Policy and Code of Conduct,” which describes our Code of Ethics.

•	“Corporate Governance—Stockholder Nominations for Directors,” which describes the procedures by which stockholders may nominate candidates for election to our Board of Directors.

•	“Corporate Governance—Board Committees—Audit Committee," which identifies members of the Audit Committee of our Board of Directors and audit committee financial experts.

ITEM 11.	EXECUTIVE COMPENSATION

---

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

(a)

Includes shares of common stock to be issued upon the exercise of outstanding options under our 2014 Omnibus Plan, the Sovereign 2012 MEIP and the Sovereign MEIP. Also includes 4,017,867 restricted share units under our 2014 Omnibus Plan and Sovereign 2012 MEIP (including shares that may be issued pursuant to outstanding performance-based restricted share units, assuming the target award is met; actual shares may vary, depending on actual performance).

(b)	Excludes restricted share units which do not have an exercise price.

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES

---

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES

1.	Financial statements. The financial statements are set forth under Item 8 of this Annual Report on Form 10-K.

2.	Financial statement schedules. Schedule II Valuation and Qualifying Accounts is filed as part of this Annual Report on Form 10-K and should be read in conjunction with the financial statements and notes thereto contained in Item 8.

3.	Exhibits.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

(i)	If Customer or any Affiliate of Customer merges with or otherwise acquires a Person or assets from a Third Party (an “Acquired Business”), then, at Customer’s election, such Acquired Business will become subject to this

---

(ii)

If Customer or any Affiliate of Customer divests or no longer Controls one or more Affiliates or other asset, operation or entity that was receiving Services under the Agreement (a “Divested Business”), then, at Customer’s election, Provider shall continue to provide Services to such Divested Business, pursuant to a subcontract between Customer and the Divested Business, for the period requested by Customer, not to exceed 24 months after the closing date of such transaction (the “Divestiture Period”). Provider shall provide the Services to the Divested Business in accordance with the terms and conditions (including pricing) of the Agreement (the terms of which, notwithstanding anything to the contrary set forth in the Agreement, may be disclosed to such Divested Business and its acquirer). Customer will continue to be responsible for the Divested Business under the Service Agreement, including the Charges for such Services (based on existing charging methodologies), unless Provider and the Divested Business (or the acquirer of such Divested Business) enter into a separate agreement for provision of such Services. In such event, or upon the conclusion of the Divestiture Period, the applicable Service Agreement(s) shall be modified to reflect the reduction in Services and Charges.

---

(i)	a detailed description of the implementation services and on-going services that Provider anticipates performing in connection with such New Services;

(ii)	a commercially reasonable schedule and Transition Plan for implementing the New Services;

(iii)	Provider’s proposed charges for such New Services (in accordance with Section 4.2(a)), including a detailed breakdown of any such charges (which shall be quoted as a fixed fee or on a “time and materials” basis, as requested by Customer);

(iv)	an estimate of Provider’s human resources necessary to provide such new Services, including implementation and on-going services;

---

(v)	a description of any new or additional Software, tools, Equipment or other resources required for Provider to implement and provide such New Services; and

(vi)	any other information reasonably requested by Customer.

4.3.	Performance and Service Levels

(a)	Service Levels

---

4.6.	Reports

---

4.7.	Development and Maintenance of Procedures Manual

4.8.	Provider Excused Performance

5.1.	Service Locations; Facilities

---

---

(i)

Without limitation of the other provisions of this Section 5, no Services will be provided in any offshore Facility without the prior written consent of Customer, in its reasonable discretion (or, in those cases in which Customer’s sole consent is required, in its sole consent), unless and to the extent specified in the “Facilities” Schedule. Provider will be responsible for obtaining any and all necessary approvals, and for complying with any and all necessary approvals, and for complying with any and all applicable Laws, including any export and import control Laws, associated with providing Services from an offshore Facility, in each case to the extent applicable to Provider.

---

(ii)

Customer may require a Facility Relocation upon: (a) the occurrence or threat of one or more acts of terrorism in any jurisdiction in which a Provider Facility is located; or (b) the declaration or initiation of war (digital or physical) or acts related to war (digital or physical) or the threat thereof, in or related to any jurisdiction in which a Provider Facility is located, where Customer determines in its reasonable and good faith discretion that the events in (a) or (b) will: (y) cause or reasonably threaten to cause material damage or disadvantage to Customer Group, or any Assets, business or personnel of Customer Group; or (z) materially limit or reasonably threaten to materially limit Provider’s ability to provide such Services or Customer Group’s ability to receive and use such Services (“Customer Required Relocation”). In such event, the Parties will use the Change Control Procedures to document the relocation and any costs or Charges adjustments in connection with same. Both Parties will use commercially reasonable efforts to minimize costs and expenses incurred in connection with the foregoing.

(i)	Provider may occupy such space solely for purposes of providing the Services and not for the provision or marketing of services to other customers of Provider.

(ii)

In the use of such space, Customer agrees to supply reasonable office services and supplies, such as water, sewer, heat, lights, air conditioning, electricity and office equipment for Provider Personnel; provided, however, that Provider Personnel will supply their own cell phones and internet access. Office space will be provided in accordance with Customer’s space standards, which Customer may revise from time to time in its sole discretion.

(iii)	Provider will be solely responsible for the conduct, welfare and safety of the Provider Personnel while in Customer Facilities and will take all necessary precautions to prevent the occurrence of any injury to persons or property or

---

(iv)

When working at any Customer Facility, Provider Personnel will comply with Customer Group’s security, information security, administrative, safety and other rules, regulations, policies and procedures, including the Security Requirements. Customer will make such policies and procedures available to Provider prior to Provider Personnel entering any Customer Facility, and will notify Provider of any subsequent modifications or amendments thereto.

(v)	No interest in any such Customer owned or leased Facility is conferred upon Provider beyond the limited right to use such Facility for purposes of the Agreement. Provider will not take any action that results in the placement of any lien on any Customer Facility or any Customer Group property.

(vi)	Provider recognizes that Customer Group’s resources, including office equipment and supplies, computer software and hardware, and data/voice/image storage and transmission equipment, are intended for Customer Group business use only. Provider shall use any such resources only in connection with the performance of Services under the Agreement.

(vii)

Provider recognizes that Customer does not guarantee the privacy or security of documents and messages stored in Customer Group-owned files, desks, storage areas, or electronic media and that Provider shall have no expectation of privacy or security in such documents and messages. Customer Group personnel shall have access to information stored in or on property or equipment owned or leased by Customer Group.

(b)	No Warranty

5.3.	Shared Service Locations

---

6.1.	Disaster Recovery and Business Continuity Services

6.2.	Force Majeure

(i)	procure such Services from an alternate source until Provider is able to provide the Services. During the Force Majeure Event, Customer shall not be obligated to pay the Charges or any other amounts to Provider for the

---

(ii)	both Parties shall use commercially reasonable efforts to minimize any charges to be incurred from an alternate source. At such time as Provider is able to restore the Services and meet the Service Levels, Provider shall no longer be obligated to pay an alternate source for the provision of Services to Customer Group.

---

(i)	all Laws applicable to Provider as a provider of data processing services in its performance and delivery of the Services;

(ii)

all Laws (including any guidance, bulletins, white papers, pronouncements, reports or similar communications issued by any Governmental Authority or applicable self-regulatory or industry body, that have the force of law or are treated in the industry as having the force of law, [ * * * ]) applicable to the portion of the operations of Customer Group performed by Provider as part of the Services, just as if Customer Group performed the Services themselves, as interpreted, augmented and modified by the Customer Compliance Directives (collectively, the “Customer Compliance Requirements”); and

(iii)	subject to the provisions of Section 7.2 below, all Customer Compliance Directives issued to Provider by Customer in writing.

---

(i)	With respect to any such modifications in Customer Compliance Requirements, [ * * * ]

(ii)

In a quote submitted to Customer for review and acceptance, Provider shall identify the changes to the Services necessary to comply with such new or revised Customer Compliance Requirement and propose a method of integrating such changes, pursuant to the Change Control Procedures. Such changes shall: (x) be integrated in a cost-effective manner and without unnecessary disruption of Customer Group’s ongoing operations (as modified by such changes); (y) equitably account for any efficiencies, economies or reduced or increased resource requirements resulting from any changes in the Services (including any efficiencies resulting from Provider’s implementation of applicable changes for its other affected customers) or Service Levels resulting from such changes; and (z) include modified Charges that have been determined based on the rates agreed in the applicable Service Agreement and where no such rates are agreed, on a commercially reasonable basis consistent with the other Charges.

---

8.2.	Invoices

8.3.	Taxes

(a)	Responsibility

---

---

---

(i)	Except as otherwise provided in Section 8.3(h)(ii) below or as otherwise specified in an International Agreement, Customer shall be responsible for any stamp taxes incurred with respect to International Agreements.

(ii)	Provider shall be responsible for any stamp taxes incurred with respect to an International Agreement if such stamp taxes arise in connection with any of the following actions by Provider or any Provider Affiliate.

---

---

(i)	equitably account for any efficiencies, economies or reduced or increased resource requirements resulting from any changes in the Services proposed by Provider; and

(ii)	provide for changes to the Charges and other terms that have been determined on a commercially reasonable basis consistent with the other Charges and terms.

---

---

(i)

The Parties acknowledge that the export, re-export, transfer, provision or release of products, services, technology, technical data and software (“items”) undertaken pursuant to this Agreement may be subject to licensing requirements or other restrictions under export and sanctions laws and regulations of the United States and other national governments, which include, without limitation, the Export Administration Regulations, 15 C.F.R. Parts 730-774, administered by the U.S. Department of Commerce’s Bureau of Industry and Security and the regulations and sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, 31 C.F.R. Parts 500-599; and the laws and regulations of other countries with jurisdiction over the export, re-export, or in-country transfer of items. Each Party agrees to comply with their respective

---

(ii)

For any items provided by Customer Group to Provider (“Customer Export Materials”), Customer shall be responsible for obtaining all reviews, licenses or other authorizations necessary for the export, re-export, transfer, provision or release of such Customer Export Materials from Customer Group to Provider or Provider Agents, where Provider has directed, the Agreement provides, or the Parties have otherwise agreed that Customer Group will export such Customer Export Materials directly to a member of Provider’s enterprise or a Provider Agent. Provider shall be responsible for obtaining all reviews, licenses or other authorizations necessary for the export, re-export, transfer, provision or release of such Customer Export Materials (i) within Provider’s enterprise; (ii) from Provider to Provider Agents; or (iii) from Provider Agents to Provider.

(iii)

Customer will provide to Provider not less than 30 days prior written notice in the event that any Customer Export Materials that must be used or accessed by Provider in providing the Services is controlled for export and will, if requested by Provider, provide ECCN classification of any such item or the similar classification as appropriate under other applicable law (unless Provider otherwise has such ECCNs).

(iv)	Provider shall be responsible for determining applicable export requirements and obtaining all reviews, licenses, or other authorizations necessary for the export, re-export, transfer, provision or release of any items provided by Provider or Provider Agents to Customer Group.

(v)	Each Party will reasonably cooperate with the other and will provide to the other promptly upon request any end-user certificates, affidavits regarding re-export or other certificates or documents as are reasonably requested to obtain authorizations, consents, licenses and/or permits required for any payment or any export or import of items or services under this Agreement.

---

9.7.	Malware

9.8.	Data

9.9.	Services Not to be Withheld

10.1.	Representations and Warranties of Customer

---

---

(i)	Provider is the owner of the Provider Owned Software and has the authority to grant the licenses in the Provider Licensed Software to be granted hereunder;

(ii)	the Provider Software and the Provider Equipment do not knowingly infringe or misappropriate the Intellectual Property Rights of any third party; and

(iii)	as of the Effective Date, there is no claim or proceeding pending or threatened alleging that any of the Provider Software or the Provider Equipment infringes or misappropriates the Intellectual Property Rights of any third party.

---

---

(i)

For purposes of this Section 10.2(q), “Provider Group” means HP Enterprise Services, LLC and its Affiliates, and all of their respective officers, directors, employees and agents. Provider represents, warrants and covenants that the Provider Group has not and shall not violate, or cause Customer Group to violate the United States Foreign Corrupt Practices Act or any other applicable anticorruption laws or regulations (“FCPA”) in connection with the Services provided under the Agreement and that the Provider Group has not, and agrees that the Provider Group shall not, in connection with the transactions contemplated by the Agreement, or in connection with any other business transactions involving Customer Group, pay, offer, promise, or authorize the payment or transfer of anything of value, directly or indirectly to:

(1)	any government official or employee (including employees of government owned or controlled companies or public international organizations) or to any political party, party official, or candidate for public office; or

(2)	any other person or entity if such payments or transfers would violate the laws of the country in which such payments or transfers are made, or the laws of the United States.

---

(ii)	It is the intent of the Parties that no payments or transfers of value by Customer Group or any member of the Provider Group in connection with the Agreement shall be made which have the purpose or effect of public or commercial bribery, or acceptance of or acquiescence in, extortion, kickbacks, or other unlawful or improper means of obtaining business.

(iii)	Provider represents, warrants and covenants that it is familiar with the provisions of the FCPA and agrees that:

(1)	no member of the Provider Group involved in the provision of Services hereunder is a government official or employee (including an employee of a government-owned or government-controlled company or of a public international organization), is a political party official or employee of a political party, or is a candidate for public office, in each case in a non-U.S. location; and

(2)	the Provider Group has not previously engaged in conduct that would have violated the FCPA had Provider Group been subject to its terms.

(iv)

Provider represents, warrants and covenants that it has disclosed in writing the non-U.S. locations, if any, of all Provider Personnel anticipated to perform Services under the Agreement. Provider agrees to provide prompt advance Notice to Customer in the event that Provider desires to use any additional non-U.S. locations in the provision of Services to Customer Group under and in all cases subject to Customer’s advance written consent and otherwise consistent with the terms and conditions of the Agreement.

(v)	Provider acknowledges and agrees that Customer may, in accordance with Section 13.6, impose additional obligations upon Provider Group at Customer’s discretion consistent with best practices to ensure compliance with the FCPA. Disclosures and Notice required under this provision shall be sent to the Customer addressee(s) set forth in Section 23.7 of the Master Agreement.

---

10.3.	Pass-Through Warranties

10.4.	Disclaimer

---

---

---

12.1.	Account Governance

12.2.	Provider Client Executive

---

12.3.	Customer Technical Alliance Manager

12.4.	Provider Client Executive and Customer Technical Alliance Manager Meetings

12.5.	Governance and Committees

12.6.	Technology Governance; New Technology

---

---

13.2.	Personnel Resources

(i)

The Parties will designate those Provider employees serving as Key Personnel in the “Key Personnel; Restricted Personnel” Schedule to each Service Agreement. Unless otherwise set forth in the applicable “Key Personnel; Restricted Personnel” Schedule, all Key Personnel will be dedicated full-time to the provision of the Services. Before assigning any individual to a Key Personnel position, Provider will: (A) give Customer prior Notice of the assignment, introduce the individual to the Customer Technical Alliance Manager or his or her designee(s) and provide information reasonably requested by Customer about the individual; and (B) obtain Customer’s consent. Except as provided in Section 13.2(a)(ii) below, such consent may not be unreasonably withheld. Provider may not substantially change the role of a Key Personnel as it pertains to the Services without Customer’s prior written consent.

(ii)	Unless earlier removed in accordance with the Agreement, a Key Personnel will retain his or her status as a Key Personnel for the [ * * * ] period commencing on the date such individual commences work on the Customer

---

(iii)	[ * * * ]

(iv)

Key Personnel may not be transferred or re-assigned until a suitable replacement has been proposed by Provider and approved by Customer, provided, however, if any Key Personnel leaves his or her employment with Provider or continued performance of any such Key Personnel in such role is impossible due to illness, disability, death or termination of employment, Provider may temporarily replace such person with a qualified person without Customer’s consent. Any replacement of Key Personnel must be conducted in accordance with a mutually agreed upon transition plan for such position that includes at least the following: (a) technical requirements (if not already defined); (b) a timetable for integration of the replacement Key Personnel; and (c) replacement methodology designed to minimize the loss of knowledge as a result of losing the Key Personnel.

(v)	Provider will assume any and all costs and expenses associated with the: (a) departure or re-assignment of Key Personnel; and (b) development and implementation of the transition plan, including costs and expenses associated with knowledge transfer, integration and training of replacement personnel.

(i)	Provider will provide a semi-annual turnover report of the Provider Personnel, and the Parties will work together to reduce the turnover rate. Provider will ensure that all replacement personnel receive sufficient information and training, without additional charge to Customer, to assure continuity of Services without adverse impact on Customer Group or the

---

(ii)

If Provider fails to meet the Service Levels persistently or continuously and if Customer reasonably believes such failure is attributable in whole or in part to Provider’s reassignment, movement, or other changes in the Provider Personnel, Customer will notify Provider of such belief and the basis for such belief. Upon receipt of such Notice from Customer, Provider (a) will promptly provide to Customer a report setting forth Provider’s position regarding the matters raised by Customer in its Notice; (b) will meet with Customer to discuss the matters raised by Customer in its Notice and Provider’s positions with regard to such matters; and (c) will promptly and diligently take commercially reasonable action to address any Provider human resource practices or processes identified by Customer as adversely impacting the performance and delivery of the Services by Provider.

---

13.3.	Use of Provider Agents

(i)

Provider is responsible for the work and activities of each of the Provider Agents and Provider Personnel employed by Provider Agents, and Provider will continually monitor and manage such Provider Agents. Provider will remain Customer’s sole point of contact regarding the Services. For purposes of determining Provider’s liability and its obligations with respect to the performance of the Services, any time the term “Provider” is used in this Agreement it includes all Provider Agents performing any part of this Agreement on behalf of Provider.

(ii)	Provider is responsible for all payments to Provider Agents. Provider will promptly pay for all services, materials, equipment and labor used by

---

(iii)

If Customer is dissatisfied with the performance of any Provider Agent, Customer will promptly provide Provider Notice and Provider and Customer will discuss and implement, as soon as possible thereafter, a means for Provider to resolve the issue to Customer’s satisfaction. If Provider does not resolve the issue within a reasonable amount of time (as determined by Customer), Provider will promptly replace such Provider Agent with a Person that meets Customer’s standards, or perform the activities itself.

13.4.	Contract Management

---

13.5.	Required Consents

---

(i)	no Change will be implemented without Customer’s prior written approval, except as may be necessary on a temporary basis to maintain the continuity of the Services;

(ii)

with respect to all Changes, other than those Changes made on a temporary basis to maintain the continuity of the Services, Provider will prepare and deliver to the Customer Technical Alliance Manager a written analysis describing any changes in products, services, assignment of personnel and other resources that Provider believes would be required, together with, as appropriate or applicable (A) an estimation of the increase or decrease, if any, in the Charges that would be required, (B) a description of how the Change would be implemented, (C) a description of the effect, if any, such Change would have on this Agreement, including on Service Levels and Winddown Expenses, (D) an estimation of all resources required to implement such Change, including a description of the delivery risks and associated risk mitigation plans, and (E) such other information as may be relevant to the Change;

(iii)

with respect to all Changes, other than those Changes made on a temporary basis to maintain the continuity of the Services, Provider will (a) schedule Changes so as not to unreasonably interrupt Customer’s business operations, (b) prepare and deliver to Customer each month a rolling schedule for ongoing and planned Changes for the next three month period, and (c) monitor and report to Customer the status of Changes that are in-progress against the applicable schedule; and

(iv)	with respect to any Change made on a temporary basis to maintain the continuity of the Services, Provider will document and provide to Customer notification (which may be given orally, provided that any oral notice must be confirmed in writing to Customer within five Business Days) of the Change no later than the next Business Day after the Change is made.

---

14.1.	Audit Rights

---

(i)

Upon written request made by a Governmental Authority to Provider or to Customer Group, or by Customer in response to a Governmental Authority request, Provider will (i) promptly make available to the Governmental Authority or Customer Auditors Provider Records and other information relating to Provider’s and Provider Agents’ compliance with Section 7 of this Master Agreement and, (ii) if so requested, provide the requesting Governmental Authority or Customer Auditors access in accordance with Section 14.2(b) to examine Provider’s or Provider Agents’ compliance with Section 7 of this Master Agreement and for purposes of facilitating Customer Group’s compliance with applicable Customer Compliance Requirements (“Regulatory Audits”).

(ii)

If the request is received by Provider directly from a Governmental Authority, Provider shall notify Customer in a timely manner. Provider shall respond to any Regulatory Audit regarding Customer Group according to Customer’s direction, subject to Provider’s obligations under Law. Provider may provide information to Governmental Authorities only under the direction of the Controller of Customer (or his or her designates and agents). Provider shall provide such information in a timely manner either to Customer or, at

---

(i)

Provider shall provide to Customer at Customer’s request, and for no additional compensation, all reports reasonably deemed necessary or desirable by Customer to support the review, audit and preparation of audit reports relating to the Services and Customer Group’s financial statements and reports, which reports shall include those referenced in paragraph (ii) below (collectively, “Provider Audits”).

(ii)	At all times during the SOX Compliance Period, Provider will, and will cause each of the Provider Agents to:

(1)

maintain in effect the controls, operations and systems that are sufficient for Customer Group to comply with its obligations under SOX and update the controls, documentation, and Procedures Manuals to meet SOX requirements for all activities it performs for Customer Group. Any changes in the Services, as defined at the Effective Date, that Customer determines are required to comply with SOX are subject to the Change Control Procedures. Unless otherwise directed by Customer, Provider shall not make any changes to Customer Group environment after [ * * * ] during any calendar year;

(2)

provide to Customer or Customer Auditors, on a timely basis, (A) access to the books and records and personnel of Provider and Provider Agents as Customer may reasonably request, and (B) all information, reports and other materials requested by Customer to evaluate and confirm that Customer is in compliance with its obligations under SOX and to enable Customer Auditors to attest to and report on the assessment of Customer’s management as to the effectiveness of its internal control structure and procedures under SOX, including (i) Control activities/objectives for the SSAE 16 SOC 1 Type II audit report by [ * * * ];

(3)	generally cooperate with Customer and Customer Auditors in any other way that Customer or Customer Auditors may request to enable Customer Group to comply, and Customer and Customer Auditors to evaluate whether Customer Group complies, with SOX as it relates to the Services; and

---

(4)	comply with future guidance relating to SSAE 16 (or ISAE 3402 if requested by Customer) as issued by the American Institute of CPAs (AICPA), International Auditing and Assurance Standards Board (IAASB), the Securities and Exchange Commission or the Public Company Accounting Oversight Board.

(iii)

If Provider is unable to timely deliver to Customer an unqualified opinion or certification, Provider shall, [ * * * ]: (A) provide Customer, on the date such opinion or certificate is delivered, or is due to be delivered, with a written statement describing the circumstances giving rise to any delay in delivering such opinion or certificate or any qualification to such opinion or certificate; (B) immediately take such actions as shall be necessary to resolve such circumstances and deliver an unqualified opinion or certificate as promptly as practicable thereafter; and (C) permit Customer and its external auditors to perform such procedures and testing of Provider’s controls and processes as are reasonably necessary for their assessment of the operating effectiveness of Provider’s controls and of Customer’s internal controls applicable to the Services and the related business functions of Customer Group.

(iv)

Customer shall have the right to provide all such reports, opinions and certifications delivered hereunder to its investors, attorneys, accountants and other advisors, who shall be entitled to rely thereon and to otherwise disclose such matters as it determines to be necessary or desirable. In addition, Customer shall have the right to provide copies of its SSAE Type II audits, or similar certification, to current customers of Customer Group whose data is processed on Provider-managed operating systems, subject to such customer’s prior agreement to hold such information in confidence.

14.2.	Audit Procedures

---

(i)

Access. Provider shall provide Customer and Customer Auditors and applicable Governmental Authorities with reasonable access at reasonable times and after reasonable notice in accordance with the Annual Audit Plan (unless circumstances reasonably preclude such notice) to: (i) the parts of any Provider Facility where Provider is providing the Services; (ii) Assets used by Provider to provide the Services; (iii) Provider Personnel providing the Services; (iv) subject to Section 13.3(a), Provider Agents who perform any portion of the Services (including to such entity’s personnel, facilities, records, systems, controls, processes and procedures) to the extent permitted under Provider’s contracts with such Provider Agents; and (v) all Provider Records. Customer Audits will be conducted in a manner that does not unreasonably disrupt or delay Provider’s performance of services for its other customers. Customer’s access to the Provider Records shall include the right to inspect and photocopy same, and the right to retain copies of such Provider Records outside of the Provider Facilities or other Provider or Provider Agent premises, in accordance with Sections 16 and 17 if such retention is deemed necessary by Customer.

(ii)	Cooperation. Provider shall provide full cooperation to Customer, Customer Auditors and Governmental Authorities, including the installation and operation of audit software (provided that such installation and operation of audit software can be done without materially compromising, and shall be subject to, Provider’s information system and security procedures).

(iii)

Copies of Audit Reports; Notice of Deficiency. Upon completion of any Provider Audit, Provider shall provide Customer and, upon request, Customer Auditors: (1) a copy of the Provider Audit reports, and (2) written Notice of any deficiencies, significant deficiencies or material weaknesses found or reported as a result of the Provider Audit. Provider acknowledges and agrees that Customer and Customer Auditors, upon receiving a copy of the Provider Audit report, shall have the right to review the auditor work papers at the auditor premises, as well as interview the auditor personnel who did the actual audit work in the event Customer or Customer Auditors require clarification on the Provider Audit report and work papers.

(iv)

Completion of Customer Audits. Upon completion of any Operational Audit and upon completion of any Financial Audit (collectively, the “Customer Audits”), Customer shall notify Provider of any deficiencies, significant deficiencies or material weaknesses found as a result of the Customer Audit, and provide Provider with copies of portions of Customer Audit reports reflecting or based upon information obtained from Provider.

---

(v)	Access to Provider Agents. Provider shall require all Provider Agents to comply with the applicable provisions of this Section 14 by insertion of the requirements hereof in a written agreement between Provider and each Provider Agent.

(vi)	Survival. Provider’s obligations under this Section 14 shall extend beyond the Agreement Term for the period specified by Customer’s record retention policy, as it may be modified from time to time.

---

---

15.1.	Technology – Allocation and Refresh

15.2.	Customer Materials

---

15.3.	Provider Materials

---

(i)

Upon expiration or termination of a Service Agreement (in whole or in part) or termination of any particular Service(s), Provider hereby grants to Customer Group a nonexclusive, worldwide, royalty-free, perpetual, paid-up license to use, execute, operate, reproduce, display, perform, modify, develop, and personalize (A) all Provider Owned Software (object code and source code) (excluding HP Commercially Available Software), (B) all Performance Work Product and (C) all Provider Materials, which, in each case, on the relevant date of expiration or termination, Provider is using to perform the Services then being terminated (together with all Provider Intellectual Property Rights therein). Provider hereby grants equivalent rights to such Software, Performance Work Product and Materials to any Successor Provider. Customer shall not be obligated to reimburse Provider for any one-time fees that may otherwise be chargeable for such Software, Performance Work Product or Materials. Notwithstanding the foregoing, with respect to HP Proprietary Tools that are not HP Commercially Available Software which, on the relevant date of expiration or termination of a Service Agreement (in whole or in part) or termination of any particular Service(s), Provider is using to provide the Services then being terminated, such license shall not be perpetual but shall only be for a reasonable commercial period for Customer Group to obtain comparable replacement tools, but in any event not greater than (i) [ * * * ] from the expiration or termination of the applicable Service or (ii) the end of the Termination Assistance Period, whichever is longer.

---

(ii)

Upon expiration or termination of a Service Agreement (in whole or in part) or termination of any particular Service(s), Provider hereby grants to Customer Group a nonexclusive, worldwide, object code license to use, execute, operate, reproduce, display, and perform all HP Commercially Available Software which, on the relevant date of expiration or termination, Provider is using to perform the Services then being terminated. The license terms will be consistent with the terms generally applicable to the public for such Software (including without limitation term and termination, and rights to source code, if any); provided that notwithstanding the other terms of this Section 15.3(d)(ii), the license for tools included in HP Commercially Available Software will be royalty free and fully paid up for the first [ * * * ] but no longer than the Termination Assistance Period. Provider will work with Customer to minimize any one-time license fees that may be due for such license (with respect to HP Proprietary Tools, at the end of the period specified in Section 15.3(d)(i) above). Provider hereby grants equivalent rights to such HP Commercially Available Software to any Successor Provider.

(iii)	The licenses granted pursuant to this Section 15.3(d) shall be subject to the following terms and conditions:

(1)

such license shall be granted (A) solely to the extent necessary for Customer Group, or a Successor Provider, to continue providing the Services (and other similar services or portions thereof) to Customer Group and Authorized Recipients, (B) solely for the normal business purposes and practices of Customer Group as such existed prior to the effective date of termination or expiration, as the same may evolve in the ordinary course of business, and (C) not as part of any commercial exploitation as a stand-alone product or separately from the Services for which it is a part. Such license shall be provided “As Is”; provided, however, that such license shall be subject to any warranties generally provided to other users of such Software, Performance Work Product or Materials. Such license shall be non-assignable and non-transferable.

(2)	Provider hereby reserves all rights not expressly granted in this Section 15.3(d) to Customer Group and Successor Providers with respect to such Software, Performance Work Product and Materials.

(3)	Unless mutually agreed otherwise, Provider shall not be required to maintain, which includes correcting any defects or providing any upgrades to, such Software, Performance Work Product and Materials; provided, however, that if Provider is then making maintenance available to other customers with respect to any such item of Software, Performance Work Product or Materials, then

---

(i)

solely to provide the Services (or the Services then being terminated) to Customer Group, upon Customer’s request and to the extent permissible under the applicable third party agreement, Provider will assign or transfer its license (or provide reasonable assistance to Customer obtain such assignment or transfer if prohibited by the terms of such agreement), if any, to such Software and Materials to Customer or its designee upon Customer’s reimbursement to Provider of any initial, one-time license or purchase charges in an amount equal to the remaining unamortized value, if any, for the Software and Materials, depreciated over a five-year life, and any transfer fees imposed by the applicable third party; and

(ii)	to provide the Services then being terminated to Customer Group and other customers (and/or Provider for its own internal use), Provider will provide reasonable assistance to Customer in obtaining licenses for such Software and Materials (and, failing that, in obtaining a mutually agreeable commercially available substitute, if available, to perform the same functions).

---

15.4.	Proprietary Rights

(i)

Customer shall own all right, title and interest, including worldwide ownership of copyright and patent rights, in and to all Intellectual Property Rights in and to the [ * * * ]. Provider hereby irrevocably assigns to Customer without further consideration all right, title and interest in and to such [ * * * ], including patent, copyright, trade secret and other Intellectual Property Rights therein. To the extent permitted by applicable Law, Provider hereby unconditionally and irrevocably waives any moral rights (or other similar rights however denominated in a jurisdiction) otherwise exercisable with respect to such [ * * * ]. Upon Customer’s request, Provider will execute and deliver any documents or take such other actions as may reasonably be necessary to effect or perfect such assignment or waiver. Customer acknowledges that Provider shall own all right, title and interest, including worldwide ownership of copyright and patent rights, in and to all Intellectual Property Rights in and to the [ * * * ].

(ii)	During the Term, Provider shall disclose promptly to Customer any improvements made or conceived by Provider or any Provider Personnel as a part of the work done in connection with a Deliverable, including network diagrams, templates, datasets, Software and reasonably detailed descriptions of processes and procedures.

(iii)

To the extent any [ * * * ] is not deemed a “work for hire” by operation of law, Provider hereby irrevocably assigns, transfers and conveys to Customer, and shall cause the Provider Personnel to assign, transfer and convey to either Customer or Provider (which then assigns, transfers and conveys to Customer pursuant to this Section 15.4(a)(iii)), in each case without further consideration, all of its and their right, title and interest in and to such [ * * * ], including all Intellectual Property Rights in and to such [ * * * ].

(iv)	The assignment of the Intellectual Property Rights in the [ * * * ] by Provider and the Provider Personnel to Customer shall be royalty-free, absolute, irrevocable and perpetual.

(v)

Customer grants and will grant to Provider, a perpetual, irrevocable, worldwide, non-exclusive and royalty-free right and license to make, have made, use, import, sell, offer to sell separate and distinct products and services developed by Provider and the right to sublicense to a customer of Provider a right under any patent right assigned by Provider to Customer pursuant to this Agreement to use separate and distinct products and services developed by Provider for the benefit of such customer. For the avoidance of doubt, such license shall not include any copyright to any Work Product nor shall

---

16.1.	Obligations

---

---

16.3.	Residual Knowledge

---

17.2.	Loss of or Unauthorized Access to Company Information

---

---

17.3.	Limitation

---

17.4.	Data Privacy

17.5.	Legal Support

---

18.1.	Termination by Customer

---

18.2.	Termination by Provider

---

18.3.	Equitable Adjustments in the Event of Termination

18.5.	Termination Assistance Services

---

---

18.6.	Other Rights Upon Termination

---

---

---

---

(i)	[ * * * ]

(ii)	[ * * * ]

(iii)	[ * * * ]

(iv)	[ * * * ]

(v)	[ * * * ]

(i)	Service Level Credits assessed against Provider pursuant to the Agreement;

---

(ii)	Amounts withheld by Customer in accordance with the Agreement or paid by Customer but subsequently recovered from Provider due either to incorrect Charges by Provider or non-conforming Services; or

(iii)	Invoiced Charges and other amounts that are due and owing to from one Party to the other under the Agreement.

(i)	Costs and expenses of recreating or reloading any lost, stolen or damaged Customer Group’s Company Information;

(ii)	Notification Related Costs;

(iii)	Costs and expenses of implementing a work-around in respect of a failure to provide the Services or any part thereof;

(iv)	Costs and expenses of replacing lost, stolen or damaged Equipment, Software and Materials;

(v)	Cover damages, including the costs and expenses incurred to procure the Services or corrected Services from an alternate source;

(vi)	Straight time, overtime or related expenses incurred by either Party, including overhead allocations for employees, wages and salaries of additional employees, travel expenses, overtime expenses telecommunication charges and similar charges;

(vii)	Damages, fines, penalties, interest or other monetary remedies resulting from a failure to comply with applicable Laws; and

(viii)	Late fees or interest charges resulting from Provider’s breach of its obligations with respect to Managed Agreements.

---

20.1.	Indemnity by Provider

---

---

---

20.2.	Indemnity by Customer.

---

---

---

---

(i)

Provider shall have the right to approve the counsel that Customer seeks to retain in connection with such Claim, such approval not to be unreasonably withheld, conditioned, delayed or denied, so long as there are no (A) nonwaivable conflicts of interest between plaintiffs and such counsel, or (B) nonwaivable conflicts of interest between such counsel and Provider in current litigation or other current adverse proceedings being conducted by a third party, such as a regulatory action or an arbitration or mediation;

(ii)

Provider shall have the right to participate in the defense of such Claim with counsel of its choosing at its own expense in connection with Provider’s indemnification obligations for such Claim, so long as all decision making authority with respect to such litigation or proceeding remains exclusively with Customer and Provider’s participation does not constitute a conflict of interest or create other prejudice to any Customer Indemnitee; and

(iii)	Customer shall not enter into any settlement or consent judgment in relation to such Claim without the prior written approval of Provider, which shall not be unreasonably withheld, conditioned, denied or delayed.

---

---

21.2.	Risk of Property Loss

21.3.	Waiver of Subrogation

22.1.	Governing Law

22.2.	Disputes in General

---

23.2.	Entire Agreement, Updates, Amendments and Modifications

23.3.	Waiver

23.4.	Severability

---

23.5.	Counterparts

23.6.	Binding Nature and Assignment

23.7.	Notices

(i)	Courier or messenger service, whether overnight or same-day; or

(ii)	Certified United States mail, with postage prepaid and return receipt requested.

(i)	The Parties shall transmit, deliver, or send Notices to the other Party at the address for that Party set forth below, or at such other address as the recipient has designated by Notice to the other Party in accordance with this Section 23.7.

(ii)	Notices for or concerning a Force Majeure Event or breach or alleged breach of the Agreement (including a Service Level Termination Event) shall be given in accordance with Section 23.7(a)(ii) above:

---

---

(iii)	Notices for or concerning all other matters shall be given to:

---

(i)

Each Notice transmitted, delivered, or sent by courier or messenger service, or by certified United States mail (postage prepaid and return receipt requested) shall be deemed given, received, and effective on the date delivered to or refused by the intended recipient (with the return receipt or the equivalent record of the courier or messenger being deemed conclusive evidence of delivery or refusal).

(ii)	Nevertheless, if the date of delivery is not a Business Day, or if the delivery is after 5:00 p.m., local time in Dallas County, Texas, on a Business Day, the communication shall be deemed given, received, and effective on the next Business Day.

(iii)	Either Party from time to time may change its address or designee for notification purposes by giving the other Party Notice of the new address or designee with ten days prior Notice of the effective date of such change.

---

(iv)	Whenever a period of time is stated for Notice, such period of time is the minimum period and nothing in this Section 23.7 or the Agreement shall be construed as prohibiting a greater period of time.

23.8.	No Third Party Beneficiaries

23.9.	Rules of Construction

23.10.	Further Assurances

23.11.	Expenses

23.12.	References to Sections, Exhibits and Schedules

---

---

---

---

---

---

---

---

---

---

A.

Caused by any of the following: (x) catastrophic weather conditions or other extraordinary elements of nature or acts of God; (y) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion; or (z) quarantines or embargoes; provided, however, that the Parties expressly acknowledge and agree that Force Majeure Events do not include: (i) Provider’s inability to obtain hardware, software or services, on its own behalf or on behalf of Customer, or its inability to obtain or retain sufficient qualified personnel, except to the extent such inability to obtain hardware, software or services or retain qualified personnel results directly from the causes outlined in (x) through (z) above, or (ii) any failure to perform caused solely as a result of a Party’s lack of funds or financial ability or capacity to carry on business; and

B.

The non-performing Party is without fault in causing or failing to prevent the occurrence of such event, and such occurrence could not have been circumvented by reasonable precautions and could not have been prevented or circumvented through the use of commercially reasonable alternative sources, workaround plans or other means (including, with respect to Provider, by Provider meeting its security and disaster recovery obligations described herein).

---

---

---

---

---

---

---

---

---

---

---

---

---

1.	INTRODUCTION

2.	DEFINITIONS

3.	SERVICES GENERALLY

3.1	Services

---

3.2	Service Levels

3.3	Charges

3.4	Facilities

3.5	Software; Third Party Agreements; Assets

3.6	Reports

3.7	Deliverables

4.	TERM/SURVIVAL/RENEWAL/TERMINATION

4.1	Term and Commencement Date

4.2	Survival

---

4.3	Renewal

4.4	Termination

5.	TRANSITION/TRANSFORMATION/GOVERNANCE

5.1	Transition

5.2	Transformation

5.3	Governance

---

6.	RELATIONSHIP PROTOCOLS

6.1	Key Personnel

6.2	Approved Provider Agents

7	INFORMATION SECURITY AND SERVICES CONTINUITY

7.1	Disaster Recovery (DR); Business Continuity (BC)

7.2	Information Security

---

---

---

---

(i)	Reflect commitment at executive levels in both Parties to foster an enduring, mutually beneficial commercial relationship that enables and empowers effective decision making;

(ii)	Support a relationship between Customer and Provider that is characterized by trust and openness;

(iii)	Support and engender effective Service Levels and continuous improvement;

(iv)	Create a close working relationship at the relevant management levels that stimulates cooperation, collaboration, information sharing and trust;

(v)	Support a joint continuous improvement culture within both Parties in relation to the Services.

(i)	Flexibility. The Parties understand that the Services may need to be modified to meet Customer’s changing business environment and operating requirements.

(ii)	Transparency. Governance activities described in this Exhibit are intended to provide a transparent framework and process so that Customer and Provider can effectively execute.

(iii)	Traceability. Financials will be clear and allow Customer to identify the baseline and reasons for any deviations over time.

(iv)	Effective Management. Governance activities described in this Exhibit will strengthen Customer’s and Provider’s ability to track and control Services delivered.

---

(i)

HP Enterprise Services Client Advisory Board (“CAB”). The HP Enterprise Services CAB is a select group of global Chief Information Officers (“CIOs”), crossing industries and regions, whose thoughts and perspectives on the information technology services market are helping strengthen and shape the future of the industry. The mission of this exclusive executive forum and ongoing program is to advise Provider on strategies and plans for its Enterprise Services business. It provides Provider an opportunity to listen to and better understand client needs and expectations, and strengthens collaboration. Provider will invite the Customer Head of Product and Technology to participate in the CAB. Customer’s Head of Product and Technology, or equivalent position, will agree to participate for a two-year timeframe and attend at least one in-person meeting each year.

(ii)

CIO Summit. HP CIO Summit is an exclusive, invitation-only gathering of CIOs. This event is designed to bring together leading CIOs in the industry to share best practices, plans and ideas. Each year, Provider will extend an invitation to Customer’s Head of Product and Technology, or equivalent position, to attend the HP CIO Summit, and Customer’s Head of Product and Technology will use reasonable efforts to attend the Summit.

(iii)	HP Discover. HP Discover presents the absolute latest technologies, solutions, case studies, trends and strategies that will inform key investment decisions Provider is making now and in the future. Each year, Provider will extend an offer to Customer’s Head of Product and Technology and other appropriate Customer leaders to attend HP Discover.

---

(i)	Customer Head of P&T;

(ii)	Customer Senior Vice President (“SVP”) of Executive Technology Operation (“ETO”);

(iii)	Customer CPO;

(iv)	Customer Technical Alliance Manager

(v)	Additional Customer representatives as necessary;

(vi)	Provider Executive Sponsor;

(vii)	Provider Operations Executive;

(viii)	Provider Industry Executive;

(ix)	Provider Contract and Commercial Executive;

(x)	Provider Client Executive; and

(xi)	Additional Provider representatives as necessary.

(i)	provide overview of Provider performance to executive leadership;

(ii)	discuss overall relationship, development agenda and strategic improvement initiatives;

(iii)	monitor current Service Levels and costs;

---

(iv)	review of industry and technology trends and how Customer and Provider can respond to these trends; and

(v)	review of Customer business priorities and plans.

(i)	an executive scorecard incorporating the following measures:

(1)	quality of Services (e.g., Service Level performance);

(2)	Customer satisfaction;

(3)	high level status and execution of the Transition and Transformation;

(4)	status of other material projects;

(5)	financial performance and trend data;

(6)	relationship indicators; and

(7)	other pertinent scorecard information as needed.

(ii)	issues open for resolution;

(iii)	data on industry trends; and

(iv)	development agenda and strategic improvement initiatives.

---

(i)	Customer SVP of ETO;

(ii)	Customer Technical Alliance Manager;

(iii)	Customer Service Management Operations Manager;

(iv)	Additional Customer representatives as necessary;

(v)	Provider Technology Operation Executive;

(vi)	Provider Client Executive;

(vii)	Provider Client Service Delivery Executive; and

(viii)	Additional Provider representatives as necessary.

(i)	monitor overall Service performance and take actions for Service improvement;

(ii)	review performance on Service Levels;

(iii)	discuss additions and adjustments to Service Levels;

(iv)	review status of high priority security risks;

(v)	review improvement of Services due to technology innovation and review impacts of technology evolution on the Services;

(vi)	review outputs from and provide inputs to the project management process; and

---

(vii)	address escalated issues.

(xii)	quality of Services (e.g., Service Level performance);

(xiii)	Customer satisfaction;

(xiv)	status of other projects;

(xv)	relationship indicators;

(xvi)	issues escalated by other committees;

(xvii)	IT security incident reports;

(xviii)	risk register including mitigation actions; and

(xix)	Disaster Recovery Services review.

(i)	Customer CPO;

---

(ii)	Customer Technical Alliance Manager;

(iii)	Customer VP of P&T Finance;

(iv)	Additional Customer representatives as necessary;

(v)	Provider Client Executive;

(vi)	Provider Client Contract and Commercial Executive;

(vii)	Provider Client Finance Manager; and

(viii)	Additional Provider representatives as necessary.

(i)	discuss contract interpretation issues;

(ii)	review and approve monthly financial Reports;

(iii)	discuss and establish financial plans and forecasts;

(iv)	review Contract Change Requests in accordance with the Contract Change Control Procedures;

(v)	address or escalate any contractual and financial issues, including invoice and payment issues and Service Level Credits due; and

(vi)	review benchmarking and audit results and ensure that benchmarking and audit remediation is addressed and implemented.

(i)	monthly financial Reports;

(ii)	proposed Contract Change Requests;

---

(iii)	monthly performance reports on Service Level attainment and Service Level Credit calculations;

(iv)	financial plan and forecasts; and

(v)	benchmarking and audit results.

(i)	Customer Enterprise Architecture Lead;

(ii)	Customer SVP of Architecture & Technology (“A&T”);

(iii)	Customer SVP of ETO;

(iv)	Customer Technical Alliance Manager;

(v)	Customer Tower Leads;

(vi)	Additional Customer representatives as necessary;

(vii)	Provider Technology Operation Executive;

(viii)	Provider Client Executive;

(ix)	Provider Client Architecture Executive;

(x)	Provider horizontal optimization team leaders;

---

(xi)	Provider Client Service Delivery Executive; and

(xii)	Additional Provider representatives as necessary.

(i)	align the Long Range IT Plan (as defined in Section 9.1 of Attachment B-5 (Cross Functional Services Service Description)) with Customer’s IT strategy and policies;

(ii)	review and approve Provider’s recommendations for inclusion in the Long Range IT Plan;

(iii)	review Provider’s technical proposals for implementing the Long Range IT Plan;

(iv)	provide advice and guidance to the Vendor Service Steering Committee regarding technical improvement issues affecting the technical infrastructure and Customer business operations;

(v)	align technical policies, standards and architecture with the Customer’s internal technology steering discussions and internal IT standards;

(vi)	address escalated technology architecture issues;

(vii)	monitor compliance against technology standards; and

(viii)	define priorities for architecture standardization initiatives.

---

(i)	Customer VP of Transition and Transformation

(ii)	Technology Modernization Team;

(iii)	Customer Enterprise Architecture Lead;

(iv)	Customer SVP of Corporate IT;

(v)	Additional Customer representatives as necessary;

(vi)	Provider Client Transition & Transformation Executive;

(vii)	Additional Provider representatives as necessary.

---

(i)	monitor and review Transition and Transformation status;

(ii)	monitor and support the execution of critical deliverables from both Parties;

(iii)	identify and address Transition and Transformation issues in accordance with the Agreement; and

(iv)	identify, track and address Transition and Transformation risks.

(i)	Customer Service Management Operations Manager;

(ii)	Customer Technical Alliance Manager;

---

(iii)	Customer Service Planning and Assurance Manager;

(iv)	Additional Customer representatives as necessary;

(v)	Provider Client Executive;

(vi)	Provider Client Service Delivery Executive;

(vii)	Provider horizontal optimization team leaders

(viii)	Additional Provider representatives as necessary.

(i)	monitor and manage operations required for Service delivery;

(ii)	monitor and review the ongoing status of third party performance as appropriate;

(iii)	review the following:

(1)	Service Levels;

(2)	continuous improvement and quality assurance procedures and measurements;

(3)	review incident, downtime and root cause trends for the month and over time;

(4)	project portfolio and project delivery status, and project issues and opportunities; and

(iv)	other such responsibilities as directed by the Vendor Service Steering Committee.

(i)	Performance reports on Service Level attainment;

---

(ii)	Reports on continuous improvement and quality assurance procedures and measurements;

(iii)	project portfolio and delivery status; and

(iv)	escalated issue register.

(i)	Customer Tower Leads;

(ii)	Customer Technical Alliance Manager;

(iii)	Customer Service Planning and Assurance Manager;

(iv)	Additional Customer representatives as necessary;

(v)	Provider Client Executive;

(vi)	Provider Client Service Delivery Executive;

(vii)	Provider Client Tower Service Delivery Managers;

(viii)	Provider horizontal optimization team leaders

(ix)	Additional Provider representatives as necessary.

---

(i)	monitor and manage Service delivery for each tower;

(ii)	review Service Request backlog and discuss options for prioritization based on business need

(iii)	review Tower’s technology currency and status;

(iv)	monitor and review the ongoing status of third party performance as appropriate;

(v)	discuss tower capacity forecasts and technical plan to meet demand increases;

(vi)	review the following:

(1)	Service Levels;

(2)	Service Request performance and backlog;

(3)	continuous improvement and quality assurance procedures and measurements;

(4)	project portfolio and project delivery status, and project issues and opportunities;

(5)	review business and capacity demand forecasts;

(vii)	other such responsibilities as directed by the Vendor Service Steering Committee.

(i)	Performance reports on Service Level attainment;

(ii)	Service Request backlog and performance report;

(iii)	Reports on continuous improvement and quality assurance procedures and measurements;

---

(iv)	project portfolio and delivery status; and

(v)	escalated issue register.

(i)	Customer Chief Information Security Officer;

(1)	Customer Service Management Operations Manager;

(2)	Customer Disaster Recovery Manager;

(ii)	Additional Customer representatives as necessary;

(iii)	Provider Client Service Delivery Executive;

(iv)	Provider Client Security Manager; and

(v)	Additional Provider representatives as necessary.

(i)	monitor and review threats to the availability, integrity and confidentiality of Customer and its customers’ data at a global level;

---

(ii)	monitor and review the status of global security incidents and security problems (i.e., incidents and problems with an information security dimension);

(iii)	discuss security developments; and

(iv)	actively review and, as appropriate, escalate security issues which impact Customer end users and/or which involve a potential reputation damage to Customer.

(i)	report on Customer impacting or Customer reputation impacting security issues or incidents; and

(ii)	report on security developments;

(iii)	security issues and escalations.

---

(i)	Customer SVP of ETO;

(ii)	Customer SVP of A&T;

(iii)	Customer Enterprise Architecture Lead;

(iv)	Customer Tower Leads as required;

(v)	Additional Customer representatives as necessary;

(vi)	Provider Operations Executive;

(vii)	Provider Client Service Delivery Executive;

(viii)	Provider Industry Executive

(ix)	Provider horizontal optimization team leaders

(x)	Provider Client Architecture Executive; and

(xi)	Additional Provider representatives as necessary.

(i)	actively seek and investigate opportunities to enable Customer to attain a leadership position in the industry through use of cutting edge technologies and business processes;

(ii)	develop innovation ideas and support implementation and rollout where appropriate;

(iii)	monitor and steer in-flight Innovation Initiatives; and

(iv)	review industry and technology trends and agree the appropriate response by Customer and Provider.

---

(i)	progress report on existing in-flight Innovation Initiatives;

(ii)	proposals as regards new technology and industry trends;

(iii)	opportunities for using common business processes / technology platforms; and

(iv)	Customer or Provider proposals for innovation.

---

---

---

(i)	maintaining an effective relationship with Provider executives at all levels;

(ii)	managing the overall relationship with Provider;

(iii)	providing leadership and guidance to the Customer governance organization;

(iv)	monitoring Provider and Customer compliance with obligations of the Agreement;

(v)	monitoring Provider and Customer contractual deliverable commitments;

(vi)	working with Provider Client Executive to progress the goals and objectives of the Agreement;

(vii)	serving as an escalated point of contact for any Service delivery issues in accordance with the Dispute Resolution Procedures; and

(viii)	liaising with and providing guidance to Customer’s corporate executive leadership in regard to the strategic needs of Customer.

(i)	managing the overall relationship between Provider and Customer;

(ii)	assuring the successful implementation of the Agreement to operational status;

---

(iii)	ensuring that Provider fulfills all of its obligations under the Agreement;

(iv)	working with the Customer governance team to establish, manage, and meet commitments, requirements, and expectations;

(v)	working with Customer Technical Alliance Manager to align the delivery of Services with the strategic needs of Customer;

(vi)	serving as an escalated point of contact for Service delivery issues in accordance with the Dispute Resolution Procedures; and

(vii)	informing Customer about new corporate capabilities and developments within Provider’s organization, and proposing ideas and solutions that will provide ongoing benefit to Customer.

(i)	meeting all Service Levels and contractual commitments;

(ii)	ensuring that Provider’s global operating model delivers on commitments to Customer;

(iii)	staffing the Service delivery organization with the appropriate level of trained personnel;

(iv)	forecasting resource requirements and managing resourcing requirements for Customer as a whole;

(v)	ensuring that the Provider Service delivery complies with Customer Policies, standards and operational procedures;

(vi)	providing support to Customer in accordance with the Procedures Manual;

(vii)	providing all Reports in accordance with Section 4.6 of the Master Agreement; and

(viii)	implementing and meeting the requirements described in the Master Agreement regarding Disaster Recovery Services.

---

(i)	capturing key specific Customer satisfaction issues and implementing appropriate policies and procedures to resolve such issues;

(ii)	working with Customer Tower Leads and Customer Operations Manager to ensure that Provider supports Customer’s Service delivery needs; and

(iii)	collaborating with Customer Tower Leads and Customer Demand Manager on the definition and maintenance of a demand forecast for the Services.

(i)	providing the monthly invoice and all account billing and reporting functions;

(ii)	implementing and managing Provider financial system including time recording, labor reporting, billing, and budgeting, forecasting, and annual planning;

(iii)	acting as the primary Provider focus for new service establishment for Customer; and

(iv)	providing all financial reporting, including exception reporting, to Customer.

---

(i)	acting as the commercial/contracts focal point, supporting the Customer governance team on all commercial and contracts related issues;

(ii)	determining/deriving in-scope and out-of-scope activities in discussion with Provider contracts specialists, technical leads and legal staff;

(iii)	reaching rapid agreement with Customer around Provider interpretations of ambiguous areas of contract wording;

(iv)	developing, implementing and maintaining commercial processes for the minimization of risk to Provider in accepting new services and performing the Services;

(v)	conducting reasonable training for non-commercial staff on commercial and contracts principles and processes;

(vi)	providing all Provider contract administration for the time-phased contractual commitments to assure fulfillment of Provider deliverables;

(vii)	preparing and negotiating contracts, contract amendments and other legal agreements in conjunction with Provider corporate legal departments;

(viii)	formulating commercial offers (price and terms) and subsequent authorization for all new services and changes to existing Services in conjunction with Customer governance team staff;

(ix)	supporting meetings and negotiations with Customer; and

(x)	resolving commercial disputes that arise in the course of performing the Services under the Agreement.

(i)	ensuring the Provider fulfills its Transition and Transformation obligations under the Agreement; and

---

(ii)	communicating Transition and Transformation project status to the Customer.

---

---

3.1.	Contract Change

---

---

3.2.	Variations to the Contract Change Control Procedures

---

3.3.	Effectiveness of a Change

3.4.	Contract Change Reporting Requirements

4.1.	Documentation

4.2.	Purpose and Objectives

4.3.	Asset Changes

---

---

1.	INTRODUCTION

2.	DEFINITIONS

3.1	Testing Procedure

---

3.2	Failure and Correction

3.2.1

In the event that any Deliverable, Milestone or result of the Service materially conforms to all Acceptance Criteria, Customer will accept such Deliverable, Milestone or result of the Service in writing. In the event Customer determines that any Deliverable, Milestone or result of the Service fails to materially conform to the Acceptance Criteria (“Failure”), then Customer will notify Provider within the Acceptance Period, in writing specifying the respects in which such Deliverable, Milestone or result of the Service does not conform to the applicable Acceptance Criteria and what modifications are necessary to make it conform thereto. Thereafter, Provider shall, [ * * * ] correct and redeliver such Deliverable or Milestone to Customer or re‑perform such Service to so conform within [ * * * ] (in either case, the “Correction Period”). The corrected Deliverable, Milestone or result of the Service shall thereafter be subject to the same testing and acceptance procedure set forth in this Exhibit 5. For the avoidance of doubt, Deliverables, Milestones or results of the Service expressly subject to alternate acceptance procedures are not subject to the procedures set forth in this Exhibit 5 (unless otherwise agreed by the Parties in writing).

3.2.2

If Provider receives a Failure notice, but is unable to correct, fulfill and redeliver such Deliverable, Milestone or re-perform such Service within the applicable Correction Period (or otherwise fails to deliver a Deliverable, Milestone or results of the Service by the associated due date), it shall notify Customer of such inability in writing and include in such notice a good faith estimate of the number of additional Business Days required for Provider to correct, fulfill and redeliver such Deliverable, Milestone or re-perform such Service (or initially deliver such Deliverable, Milestone or perform such Service, as applicable). Customer shall have the option to: (i) grant Provider additional time to correct, fulfill and redeliver such Deliverable or Milestone to Customer or re-perform such Service (or initially deliver such Deliverable, Milestone or perform such Service, as applicable) in accordance with the testing and Acceptance process described in this Exhibit 5, [ * * * ].

---

1.	INTRODUCTION

2.	DEFINITIONS

3.	DISPUTE RESOLUTION PROCEDURES

---

---

---

---

4.	EXCEPTIONS

5.	MISCELLANEOUS

---

---

---

1.	[ * * * ]

2.	[ * * * ]

1.	[ * * * ]

2.	[ * * * ]

3.	[ * * * ]

4.	[ * * * ]

1.	[ * * * ]

(i)	[ * * * ]

(ii)	[ * * * ]

(iii)	[ * * * ]

2.	[ * * * ]

1.	[ * * * ]

(i)	[ * * * ]

(ii)	[ * * * ]

1.	[ * * * ]

2.	[ * * * ]

3.	[ * * * ]

---

4.	[ * * * ]

1.	[ * * * ]

2.	[ * * * ]

3.	[ * * * ]

(i)	[ * * * ]

(ii)	[ * * * ]

(iii)	[ * * * ]

(iv)	[ * * * ]

(v)	[ * * * ]

(vi)	[ * * * ]

(vii)	[ * * * ]

(viii)	[ * * * ]

4.	[ * * * ]

5.	[ * * * ]

1.	[ * * * ]

2.	[ * * * ]

3.	[ * * * ]

---

1.	[ * * * ]

2.	[ * * * ]

3.	[ * * * ]

4.	[ * * * ]

5.	[ * * * ]

6.	[ * * * ]

1.	[ * * * ]

2.	[ * * * ]

3.	[ * * * ]

4.	[ * * * ]

5.	[ * * * ]

6.	[ * * * ]

7.	[ * * * ]

8.	[ * * * ]

9.	[ * * * ]

1.	[ * * * ]

2.	[ * * * ]

3.	[ * * * ]

---

1.	[ * * * ]

2.	[ * * * ]

3.	[ * * * ]

4.	[ * * * ]

1.	[ * * * ]

2.	[ * * * ]

---

1.	INTRODUCTION

2.	DEFINITIONS

---

---

---

---

---

1.	Definitions. Capitalized terms used in this Exhibit but not defined herein shall have the meaning ascribed to such terms in the Master Agreement and its Exhibits, including the “Definitions” Exhibit to the Master Agreement. Unless otherwise specified, references to “Section” refer to the applicable Section of this Exhibit.

2.	Customer Policies.

---

•	Information Security (ITS 100)

•	IT Risk Management (ITS 104)

•	Data Protection (ITS 105)

•	Access Control and Password Management (ITS 200)

•	Email and Messaging Policy (ITS201)

•	Remote Access (ITS 202)

•	Acceptable Use Policy (ITS 203)

•	Security Awareness and Protection Training (ITS 205)

•	Use of Personal Equipment (ITS 300)

•	Anti-Virus (ITS 302)

•	Intrusion Detection (ITS 400)

•	Production-Nonproduction Connectivity (ITS 401)

•	Patch Management (ITS 402)

•	Firewall and Router (ITS 403)

•	Change Management (ITS 501)

•	Incident Response (ITS 504)

•	Software Management (ITS 602)

---

---

1.	Definitions

2.	[ * * *]

(i)	[ * * * ]

(i)	[ * * * ]

(ii)	[ * * * ]

(i)	[ * * * ]

4.	[ * * * ]

---

A.	INTRODUCTION

B.	DEFINITIONS

---

C.	PRIVACY REQUIREMENTS

1.	If the Customer Group is required to provide information regarding Personally Identifiable Information, Provider will respond promptly to Customer’s inquiries concerning such Personally Identifiable

---

2.	Upon Provider’s or Customer’s reasonable written request, Customer or Provider will provide the other with such information that it has regarding Personally Identifiable Information and its Processing that is necessary to enable the requester to comply with its obligations under this Section.

3.

Provider consents to Customer Group providing information relating to Provider’s obligations under this Exhibit to Customer Group’s customers and potential customers, and agrees to cooperate and provide reasonable assistance to Customer Group in responding to requests from its customers and potential customers relating to this Exhibit. Such customers and potential customers shall be required to maintain the confidentiality of this information consistent with Customer’s confidentiality obligations under the Master Agreement.

1.	[ * * * ]

2.	[ * * * ]

1.	[ * * * ]

2.	[ * * * ]

3.	[ * * * ]

---

4.	[ * * * ]

5.	[ * * * ]

6.	[ * * * ]

---

1.	INTRODUCTION

2.	DEFINITIONS

3.	INSURANCE COVERAGES AND LIMITS

(a)	Workers’ compensation insurance, with statutory limits as required by the various Laws and regulations applicable to the employees of Provider and any Provider Agent that provides or performs any of the Services;

(b)

Employer’s liability insurance, for employee bodily injuries and deaths, with a limit of [* * *] each accident. Umbrella or excess liability insurance may be used to satisfy the limit requirement in this Section 3(b). Such umbrella or excess liability policy shall follow the form of the primary coverage set forth herein, exceed the underlying policy without gaps in limits and provide coverage as broad as the underlying insurance coverage;

---

(c)

Commercial general liability insurance, covering claims for bodily injury, death and property damage, including premises and operations, independent contractors, products, services and completed operations (as applicable to the Services), personal injury, contractual and property damage liability coverages, with limits as follows: [* * *] each occurrence for bodily injury, death and property damage and [* * *] in the aggregate. Umbrella or excess liability insurance may be used to satisfy the limit requirement in this Section 3(c). Such umbrella or excess liability policy shall follow the form of the primary coverage set forth herein, exceed the underlying policy without gaps in limits and provide coverage as broad as the underlying insurance coverage;

(d)

Comprehensive automobile liability insurance, covering owned, non-owned and hired vehicles, with limits as follows: [* * *] combined single limit for bodily injury, death and property damage per occurrence. Umbrella or excess liability insurance may be used to satisfy the limit requirements in this Section 3(d). Such umbrella or excess liability policy shall follow the form of the primary coverage set forth herein, exceed the underlying policy without gaps in limits and provide coverage as broad as the underlying insurance coverage;

(e)	All-risk property insurance, on a replacement cost basis, covering the real and personal property of Provider which Provider is obligated to insure by the Agreement; such real and personal property may include buildings, equipment, furniture, fixtures and supply inventory;

(f)

Professional liability and technology errors and omissions insurance (including cyber-security and privacy liability coverage) (collectively, “E&O Coverage”) covering liability for all loss or damages arising out of the Services provided by Provider or any Provider Agent under the Agreement, with a limit of [* * *] per claim and annual aggregate. All coverage under this Section 3(f) shall comply with the following requirements:

---

(g)	Comprehensive crime insurance covering dishonest acts of employees, agents, contractors and subcontractors; such insurance to be written for limits of [* * *] and include Customer as a joint loss payee.

---

---

---

(1)	Registration Statement (Form S-3 No. 333-204267) and related Prospectus of Sabre Corporation, and

(2)	Registration Statement (Form S-8 No. 333-196056) pertaining to the Sovereign Holdings, Inc. Management Equity Incentive Plan, Sovereign Holdings, Inc. 2012 Management Equity Incentive Plan, and the Sabre Corporation 2014 Omnibus Incentive Compensation Plan

1.	I have reviewed this annual report on Form 10-K of Sabre Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.	I have reviewed this annual report on Form 10-K of Sabre Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

a.	The Form 10-K of Sabre Corporation for the year ended December 31, 2015 (the “Report”), filed on the date hereof with the Securities and Exchange Commission fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

b.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Sabre Corporation.

a.	The Form 10-K of Sabre Corporation for the year ended December 31, 2015 (the “Report”), filed on the date hereof with the Securities and Exchange Commission fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

b.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Sabre Corporation.