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United States securities and exchange commission logo
September 28, 2020
Douglas E. Barnett
Chief Financial Officer
Sabre Corp
3150 Sabre Drive
Southlake, TX 76092
Re: Sabre Corp
Form 10-K for the
Fiscal Year Ended December 31, 2019
Filed February 26,
2020
Form 10-Q for the
Quarter Ended June 30, 2020
Filed August 10,
2020
File No. 001-36422
Dear Mr. Barnett:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Notes to Consolidated Financial Statements
Note 7. Income Taxes, page 73
1. Please explain the
nature of the "Suspended Loss" component of your deferred tax assets
for each of the years
ended December 31.
Form 10-Q for the Quarter Ended June 30, 2020
1. Summary of Business and Significant Accounting Policies
General Information, page 6
2. We note on page 63 of
the Form 10-K that periodically, you provide cash payments
(incentive
consideration) to travel agencies at inception or modification of a service
Douglas E. Barnett
FirstName
Sabre CorpLastNameDouglas E. Barnett
Comapany 28,
September NameSabre
2020 Corp
September
Page 2 28, 2020 Page 2
FirstName LastName
contract which are recorded in other assets and capitalized and
amortized to cost of
revenue over the expected life of the service contract, which is
generally three to five
years. In view of the pandemic's impact on travel cancellations,
please tell us how you
assessed recoverability of such payments, capitalized over the
remaining life of the
respective contracts. We note that on page 47 of the Form 10-Q you
disclosed that you are
closely monitoring positions with travel agencies to identify
situations in which cancelled
bookings exceed new bookings, resulting in refunds of such incentive
consideration and
creating possible additional bad debt exposure.
2. Revenue from Contracts with Customers, page 9
3. We note that your cancellation reserve is highly sensitive to your
estimate of bookings,
given the varying rates paid by airline suppliers. Considering that
your historical
experience might no longer serve as a reliable basis for predicting
future travel
cancellations in the wake of the COVID-19 pandemic, please tell us how
you considered
revising disclosure to address changes in in methods, inputs, and
assumptions used for
measuring obligations for refunds, and other similar obligations.
Refer to ASC 606-10-
50-20(d).
15. Subsequent Events, page 26
4. Please disclose changes (if any) to the composition of one or more of
your reporting units
in connection with you segment reorganization and your basis for
reassignment of
goodwill to each reporting unit. Refer to ASC 350-20-35-45 and 46.
Definitions of Non-GAAP Financial Measures, page 32
5. We note you calculate Adjusted EBITDA by excluding the amortization of
upfront
incentive consideration and capitalized implementation costs which
constitute costs of
obtaining and fulfilling contracts with customers respectively. We
also note that your
calculation of Adjusted Operating (Loss) Income excludes the
amortization of capitalized
implementation costs. Your presentation of these non-GAAP measures
appears to be
inconsistent with the guidance in Q&A 100.01 of the CDI on Non-GAAP
Financial
Measures (April 4, 2018). Please advise or revise.
Critical Accounting Estimates, page 45
6. We note that a sharp decline in your stock price resulted in a
significant decline in your
market capitalization. On page 17, we further note that you concluded
that goodwill
was not impaired for any business unit as of June 30, 2020 but did not
provide a
discussion of the methodology used to estimate fair value. In your
Critical Accounting
Estimates on page 45 you imply that since the filing of your Form 10-K
February 26, 2020
there have been no material changes to critical accounting estimates
over Goodwill, yet it
appears that the quantitative factors used to determine the Level 3
fair value related to
goodwill may have been significantly impacted by the uncertainties of
the pandemic. In
Douglas E. Barnett
Sabre Corp
September 28, 2020
Page 3
this regard please,
Tell us the method(s) you used to estimate the fair value of
your reporting units. If
more than one method was used, please indicate how you weighted
each method.
Provide qualitative and quantitative descriptions of the
material assumptions and
factors used to support each reporting unit's fair value
determination and describe the
degree of uncertainty associated with your key assumptions.
Quantify the headroom between fair value and carrying value of
your reporting units.
In particular, we note that the fair value of the Airline
Solutions reporting unit
approximated its carrying amount as of March 31, 2020. It is
unclear to us why
despite its negative revenue results as of June 30, 2020, you
recorded no goodwill
impairment for that reporting unit.
Tell us how you reconciled and evaluated your market
capitalization to the fair value
of your reporting units and describe the reasons for significant
differences, if any.
Further disclose the stock price (or average stock price) that
you used to determine
your market capitalization and how it was selected.
Refer to Section V. Critical Accounting Estimates, Release No. 33-8350
Interpretation:
Commission Guidance Regarding Management s Discussion and Analysis
of Financial
Condition and Results of Operations.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Kathryn Jacobson, Senior Staff Accountant at (202)
551-3365 or Craig
Wilson, Senior Advisor at (202) 551-3226 with any questions.
FirstName LastNameDouglas E. Barnett Sincerely,
Comapany NameSabre Corp
Division of
Corporation Finance
September 28, 2020 Page 3 Office of
Technology
FirstName LastName