Sabre Holdings Reports Second Quarter 2004 Financial Results

SOUTHLAKE, Texas–(BUSINESS WIRE)–July 22, 2004–Sabre Holdings Corporation (NYSE:TSG)

    --  2Q 2004 Diluted EPS (Adjusted) of $0.47

    --  2Q 2004 Diluted EPS (GAAP) of $0.42

    --  2Q 2004 Revenue of $551 million

    --  Travelocity reaches quarterly profitability: achieves
        operating earnings of about $10 million (Adjusted); $1 million
        (GAAP)

    --  Analyst call today at 9 a.m. CDT, at
        www.sabre-holdings.com/investor/

Sabre Holdings Corporation (NYSE:TSG) today announced financial results for the second quarter, 2004.

The company reported second quarter diluted earnings per share of $0.47 on an adjusted basis. On a GAAP basis, earnings per share were $0.42. Revenue for the second quarter was $551 million, an increase of about nine percent year-over-year.

“We had another great quarter,” said Sam Gilliland, president and CEO, Sabre Holdings. “The company achieved significant earnings growth, doubling our earnings over the same period last year. Much of that earnings growth came from an increase in travel demand, company-wide cost management, and the profitability turnaround at Travelocity, which improved its operating earnings by over $20 million on a year-over-year basis.”

SABRE HOLDINGS 2Q 2004 FINANCIAL HIGHLIGHTS

(Note: See attached schedules for full financial details and reconciliations of non-GAAP financial measures to GAAP, including adjusting items)

Revenue: Second quarter revenue was $551 million, an increase of 8.6 percent from $507 million in the year-ago quarter.

Operating income: Second quarter operating income, on an adjusted basis, was $105 million. On a GAAP basis, operating income was $88 million.

Net earnings: Second quarter net earnings (adjusted) were $66 million, or $0.47 per share on a diluted basis. On a GAAP basis, second quarter net earnings were $59 million, or $0.42 per share on a diluted basis.

Adjusted EBITDA: For the second quarter, adjusted earnings before interest, taxes, depreciation, and amortization was $122 million.

Cash/Debt: The company balance sheet as of June 30, 2004 reflected cash and marketable securities of more than $1.0 billion. Total debt at the end of the quarter was $591 million, which includes notes and bonds payable of $432 million and a $159 million capital lease obligation.

    SABRE HOLDINGS BUSINESS REVIEW

    TRAVELOCITY

In line with company projections, Travelocity achieved profitability in the second quarter on both an adjusted and GAAP basis. Travelocity operating income on an adjusted basis was about $10 million, and $1 million on a GAAP basis.

Second quarter revenue from Travelocity was $126 million, a 28.2 percent increase compared to $98 million in the second quarter of 2003. Transaction revenue for the quarter was $107 million, an increase of 49.3 percent, year-over-year. Non-transaction revenue, which includes advertising, corporate, and international joint ventures, was $18 million, a decrease of 30.0 percent.

Second quarter non-air transaction revenue grew 94.5 percent, year-over-year. Packaging revenue grew 158.2 percent, year-over-year. In addition, hotel room nights across the Travelocity network were up 59.2 percent, year-over-year.

SABRE TRAVEL NETWORK

Second quarter revenue from the Sabre Travel Network business was $407 million, an increase of 5.1 percent from $388 million in the year-ago quarter. Global travel bookings were 101 million for the second quarter, an increase of 13.8 percent, compared with 89 million in the year-ago quarter.

SABRE AIRLINE SOLUTIONS

Second quarter revenue from Sabre Airline Solutions was $61 million, an increase of 6.9 percent, compared to $57 million in the year-ago quarter. Similar to the first quarter, revenue growth in the second quarter was primarily due to strong volume through the reservation system hosting (Passenger Solutions) business.

    RECENT BUSINESS HIGHLIGHTS

    Sabre Holdings

    --  Entered into a new agreement with Carnival Corporation that
        ensures all Carnival cruise line brands around the world are
        available to all Sabre Holdings distribution channels.

    --  Repurchased approximately 1.4 million shares of common stock
        (approximately $35 million) in the second quarter, as part of
        a $100 million stock repurchase program that was approved in
        April 2004.

    --  Announced a quarterly cash dividend of $0.075 per share on
        July 20. The dividend is payable on August 16, 2004 to
        shareholders of record at the close of regular trading on July
        30, 2004.

    Travelocity

    --  Launched Last Minute Deals and Total Trip through the WCT
        affiliate network.

    --  Announced that Travelocity Europe, its joint venture with
        Otto, acquired travelchannel.de, a leading German online
        travel site.

    --  Launched enhanced technologies in the Travelocity Business
        service center that automate the corporate travel reservation
        process from beginning to end.

    --  Honored with a prestigious 2004 Stevie Award for Best New
        Product or Service in 2003 by the American Business Awards
        organization for the innovative Travelocity TotalPrice for
        Cars.

    Sabre Travel Network

    --  Rolled out several new features for Jurni Network, including
        new packaging capabilities based on Travelocity's Total Trip
        dynamic packaging technology.

    --  Signed a five-year GDS subscriber agreement with Expedia,
        Inc., in which Sabre Travel Network expects to process a
        meaningful portion of Expedia's GDS bookings through the Sabre
        system.

    Sabre Airline Solutions

    --  Announced a multi-year, $10 million-plus agreement with Air
        One, the second largest and fastest growing airline in Italy,
        to deploy the SabreSonic new generation passenger suite to
        power Air One's reservations, check-in and web capabilities.

    --  Signed a multi-year contract with Aeroflot Russian Airlines,
        which has the largest booking and flight control centers in
        Eastern Europe, for the entire SabreSonic suite of products.

    SABRE HOLDINGS OUTLOOK

    3Q 2004

For the third quarter 2004, the company projects revenue to be in the range of $545 million to $565 million. Diluted earnings per share are expected to be in the range of $0.37 to $0.40 on an adjusted basis, and in the range of $0.31 to $0.34 on a GAAP basis.

Adjusting items in the third quarter, net of tax and minority interest, are projected to be approximately $8 million. This estimate includes stock compensation and amortization of intangible assets.

Full Year 2004

The company updated its revenue and earnings projections for 2004. The company now expects:

    --  Total company revenue growth of approximately 7 percent to 9
        percent on an adjusted basis, year-over-over, versus previous
        guidance of 5 percent to 10 percent

    --  Total company revenue growth of approximately 5 percent to 7
        percent on a GAAP basis, year-over-year, versus previous
        guidance of 3 percent to 7 percent

    --  2004 earnings per share on an adjusted basis in the range of
        $1.40 to $1.50 versus previous guidance of $1.30 to $1.35

    --  2004 earnings per share on a GAAP basis in the range of $1.21
        to $1.31 versus previous guidance of $1.09 to $1.14

    About Sabre Holdings Corporation

Sabre Holdings, an S&P 500 company, is a world leader in travel commerce, retailing travel products and providing distribution and technology solutions for the travel industry. Sabre Holdings supports travelers, travel agents, corporations and travel suppliers through its companies: Travelocity, Sabre Travel Network, and Sabre Airline Solutions. Headquartered in Southlake, Texas, in the Dallas-Fort Worth Metroplex, the company has more than 6,000 employees in 43 countries. Full year 2003 revenues totaled $2.05 billion. Sabre Holdings is traded on the New York Stock Exchange under the symbol TSG. More information is available at www.sabre-holdings.com.

Statements in this report and the exhibit hereto which are not purely historical facts, including statements about forecasted financial performance or other statements about anticipations, beliefs, expectations, hopes, intentions or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements are based upon information available to the Company on the date this report was submitted. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including risks or uncertainties related to the Company’s revenues being highly dependent on the travel and transportation industries; structural changes within the travel industry, such as the financial instability or bankruptcy of many of the air carriers; or geopolitical developments, such as the risk of terrorist attacks. The Company may not succeed in addressing these and other risks. Further information regarding factors that could affect our financial and other results can be found in the risk factors section of our most recent filing on Form 10-Q with the Securities and Exchange Commission.

Financial Schedules to Follow

                      Sabre Holdings Corporation
       Condensed Consolidated Statements of Income - Unadjusted
          (Unaudited - In millions except per share amounts)

                 Three months ended           Six months ended
                       June 30,                    June 30,
              -------------------------- ----------------------------
                  2004    2003  Percent       2004     2003  Percent
              --------- ------- -------- ---------- -------- --------

Revenues
 Sabre Travel
  Network       $407.4  $387.8      5.1%    $818.2   $822.4    (0.5%)
 Travelocity     125.5    98.0     28.2%     237.0    184.6     28.4%
 Sabre Airline
  Solutions       60.5    56.6      6.9%     120.2    114.2      5.3%
 Elimination
  of
  intersegment
  revenues       (42.5)  (35.1)    21.1%     (84.8)   (70.2)    20.8%
              --------- -------          ---------- --------
 Total
  revenues       550.9   507.2      8.6%   1,090.7  1,051.0      3.8%

Operating
 expenses        462.5   466.8    (0.9%)     932.7    906.7      2.9%
              --------- -------          ---------- --------

Operating
 income           88.4    40.4    119.0%     157.9    144.3      9.5%

Other income
 (expense)
 Interest
  income
  (expense)
  net             (3.1)   (1.3) (135.3%)      (6.3)    (2.4) (163.9%)
 Other, net        6.0   (29.9) (119.9%)       6.3    (29.5) (121.3%)

Minority
 interest          0.1     0.0    162.1%       0.2     (0.6) (131.4%)
              --------- -------          ---------- --------

Income before
 provision for
 income taxes     91.4     9.2    898.0%     158.1    111.8     41.4%

Provision for
 income taxes     32.4     2.3   1286.4%      56.1     40.1     40.0%
              --------- -------          ---------- --------


Net earnings     $58.9    $6.8    764.7%    $102.0    $71.7     42.2%
              ========= =======          ========== ========

Operating
 Margin           16.1%    8.0%               14.5%    13.7%

Earnings per
 share- basic    $0.43   $0.05               $0.74    $0.50

Earnings per
 share-
 diluted         $0.42   $0.05               $0.73    $0.50

Weighted
 average
 shares -basic   137.4   142.4               138.3    142.3
Weighted
 average
 shares
 -diluted        140.0   143.1               139.8    142.8
                      Sabre Holdings Corporation
        Condensed Consolidated Statements of Income - Adjusted
          (Unaudited - In millions except per share amounts)

                   Three months ended          Six months ended
                         June 30,                   June 30,
                -------------------------- --------------------------
                  2004    2003   Percent      2004     2003  Percent
                ------- ------- ---------- -------- -------- --------

Revenues
  Sabre Travel
   Network      $407.4  $387.8        5.1%  $818.2   $786.0      4.1%
  Travelocity    125.5    98.0       28.2%   237.0    184.6     28.4%
  Sabre Airline
   Solutions      60.5    56.6        6.9%   120.2    114.2      5.3%
  Elimination
   of
   intersegment
   revenues      (42.5)  (35.1)      21.1%   (84.8)   (70.2)    20.8%
                ------- -------            -------- --------
  Total
   revenues      550.9   507.2        8.6% 1,090.7  1,014.6      7.5%

Operating
 expenses        446.4   452.9      (1.4%)   903.1    877.6      2.9%
                ------- -------            -------- --------

Operating
 income          104.5    54.3       92.5%   187.6    136.9     37.0%

Other income
 (expense)
  Interest
   income
   (expense)
   net            (3.1)   (1.3)   (135.3%)    (6.3)    (2.4) (163.9%)
  Other, net       1.0    (1.9)   (155.4%)     1.4     (1.2) (213.3%)

Minority
 interest         (0.7)   (0.8)     (5.9%)    (1.5)    (2.2)  (33.3%)
                ------- -------            -------- --------

Income before
 provision for
 income taxes    101.7    50.3      102.2%   181.1    131.1     38.2%

Provision for
 income taxes     36.2    17.9      101.6%    64.6     47.2     36.8%
                ------- -------            -------- --------


Net earnings     $65.5   $32.4      102.5%  $116.6    $83.9     38.9%
                ======= =======            ======== ========

Operating
 margin           19.0%   10.7%               17.2%    13.5%

Earnings per
 share- basic    $0.48   $0.23               $0.84    $0.59

Earnings per
 share- diluted  $0.47   $0.23               $0.83    $0.59

Weighted
 average shares
 -basic          137.4   142.4               138.3    142.3
Weighted
 average shares
 -diluted        140.0   143.1               139.8    142.8
                      Sabre Holdings Corporation
     Reconciliation of Unadjusted Results to Adjusted Net Earnings
               Three and Six Months ended June 30, 2004
               (Unaudited, in millions, except percents)

                    Three months ended          Six months ended
                          June 30,                  June 30,
                 -----------------------------------------------------
                   2004    2003  Change(a)   2004    2003   Change(a)
                 ------- ------- --------- -------- ------- ----------

Unadjusted
 operating
 income           $88.4   $40.4     119.0%  $157.9  $144.3        9.5%
Adjustments to
 operating
 income:
 Travelocity
  intangible
  amortization
  and stock
  compensation     $8.7   $11.4    (23.9%)   $18.1   $23.4     (22.5%)
 Sabre Pacific,
  DCS, Nexion
  intang. amort.
  and def. comp.   $3.1    $2.3      33.8%    $6.3    $4.6       35.4%
 Subscriber
  settlement
  agreement        $0.0    $0.0       0.0%    $0.0  ($36.5)   (100.0%)
 Gradient
  intangible
  amortization
  and stock
  compensation     $1.0    $1.0     (1.2%)    $2.0    $2.1      (0.7%)
 Gradient
  intangible
  amortization -
  impairment       $3.2    $0.0       0.0%    $3.2    $0.0        0.0%
 Restructuring
  charges          $0.0   ($0.9)  (100.0%)    $0.0   ($0.9)   (100.0%)
                 ------- -------           -------- -------
Adjusted
 operating
 income          $104.5   $54.3      92.5%  $187.6  $137.0       37.0%

Unadjusted other
 income and
 minority
 interest          $2.9  ($31.2)  (109.4%)    $0.2  ($32.5)   (100.5%)
Adjustments to
 other income
 and minority
 interest:
 Realized loss
  on disposal of
  Hotels.com
  warrants         $0.0    $0.1   (100.0%)    $0.0    $0.4    (100.0%)
 Impact of
  adjusting
  items on
  minority
  interests       ($0.8)  ($0.8)      1.3%   ($1.7)  ($1.6)       2.1%
 Travelocity
  shareholder
  settlement       $1.1    $0.0       0.0%    $1.1    $0.0        0.0%
 ARC arbitration
  settlement      ($6.0)   $0.0       0.0%   ($6.0)   $0.0        0.0%
 Loss on
  refinancing of
  headquarters
  facility         $0.0   $27.9   (100.0%)    $0.0   $27.9    (100.0%)
                 ------- -------           -------- -------
Adjusted income
 before
 provision for
 income taxes    $101.7   $50.3     102.2%  $181.1  $131.1       38.1%

Unadjusted
 provision for
 income taxes     $32.4    $2.3    1286.4%   $56.1   $40.1       40.0%
Adjustments to
 taxes             $3.7   $15.6    (76.1%)    $8.4    $7.1       19.0%
                 ------- -------           -------- -------
Adjusted
 provision for
 income taxes     $36.2   $17.9     101.6%   $64.6   $47.2       36.8%

Adjusted net
 earnings         $65.5   $32.4     102.5%  $116.6   $83.9       38.9%
                 ======= =======           ======== =======

(a) Percents shown reflect changes in unrounded figures and may not
    agree to the percent changes in figures after rounding.
                      Sabre Holdings Corporation
                         Sabre Travel Network
                      Bookings Summary - 2Q 2004
                              (millions)

                      2Q04    2Q03   % Change YTD04  YTD03   % Change
                    ------  ------   -------- -----  -----   --------

  Total Bookings     101.4    89.1      13.8% 206.4  182.8      12.9%

  Geographic
     US               52.6    49.6       6.2% 108.5  100.4       8.0%
     International    48.7    39.5      23.3%  97.9   82.4      18.7%
                  --------- -------           ------ ------
                     101.4    89.1      13.8% 206.4  182.8      12.9%

  Channel
     Traditional
      Agency          91.3    80.3      13.6% 186.3  165.0      12.9%
     Consumer on-
      line            10.1     8.8      15.5%  20.0   17.9      12.3%
                  --------- -------           ------ ------
                     101.4    89.1      13.8% 206.4  182.8      12.9%

  Air/Non-Air
    Air               89.2    78.3      13.9% 182.2  161.7      12.7%
    Non-Air           12.2    10.8      12.9%  24.2   21.1      14.5%
                  --------- -------           ------ ------
                     101.4    89.1      13.8% 206.4  182.8      12.9%

  Direct/Non-
   Direct
    Direct            83.3    78.5       6.1% 171.6  159.5       7.6%
    Non-Direct        18.1    10.6      70.8%  34.8   23.3      49.1%
                  --------- -------           ------ ------
                     101.4    89.1      13.8% 206.4  182.8      12.9%
                      Sabre Holdings Corporation
                 Non-GAAP Financials Reconciliations
                           ($ in millions)

Sabre Holdings Revenue
 Reconciliation                                 3Q 2004 Guidance
                                               -----------------------
                                               Low     High    3Q 2003
                                               ------- ------- -------
GAAP Revenue                                   $545.4  $565.1  $526.8
Growth %                                          3.5%    7.3%
Less: subscriber
 settlement                                         -       -    (7.8)

                                               ------- ------- -------
Adjusted Revenue                               $545.4  $565.1  $519.0
Growth %                                          5.1%    8.9%


Operating Income
 Reconciliations

Sabre Holdings
                         2Q 2004  2Q 2003
                         -------- -------
GAAP Operating Income     $88.4   $40.4
     GAAP operating
      margin               16.1%    8.0%

Add: Amortization of
 intangibles, stock
 compensation and
 transaction fees
 from merger &
 acquisition activity      12.9    14.8
Add: Impairment of
 intangibles                3.2       -
Less: restructuring
 charge                       -    (0.9)

                         ------- -------
Adjusted Operating
 Income                  $104.5   $54.3
     Adjusted Operating
      margin               19.0%   10.7%


Travelocity
                         2Q 2004  2Q 2003
                         -------  -------
GAAP Operating Income
 (Loss)                    $0.9  ($22.3)
     GAAP operating
      margin                0.7%

Add: amortization of
 intangibles and
 transaction fees           7.4     8.5
from merger &
 acquisition activity
Add: stock compensation     1.3     3.0
Less: Restructuring
 charges                      -    (0.0)

                         ------- -------
Adjusted Operating
 Income (Loss)             $9.6  ($10.9)
     Adjusted Operating
      margin                7.7%


Net Earnings
 Reconciliation                                3Q 2004 Guidance
                                               -----------------------
                         2Q 2004   2Q 2003      Low     High
                         --------- -------

GAAP Net Earnings         $58.9    $6.8         $43.7   $47.9
Adjustments, net of
 taxes:
Add: Amortization of
 intangibles, stock
 compensation and
 transaction fees
 from merger &
 acquisition activity       7.5     8.7           7.7     7.7
Add: Impairment of
 intangibles                2.1       -             -       -
Less: One-time
 settlements               (3.0)      -             -       -
Add: Loss on refinancing
 of headquarters facility     -    17.4             -       -
Less: Restructuring
 charge                       -    (0.6)            -       -

                         ------- -------       ------- -------
Adjusted net earnings     $65.5   $32.4         $51.4   $55.6

GAAP EPS                  $0.42   $0.05         $0.31   $0.34
Adjusted EPS              $0.47   $0.23         $0.37   $0.40

Diluted share count
 (millions)               140.0   143.1         139.0


Adjusted EBITDA
 Reconciliation
                         2Q 2004
                         --------

GAAP Net Earnings         $58.9
Add: Taxes                 32.4
Add: Interest Expense       6.4
Less: Interest Income      (3.3)
Less: Other, net           (6.0)
Less: Minority Interest    (0.1)
Add: Depreciation &
 Amortization              33.6

                         -------
Adjusted EBITDA          $122.1


                     Sabre Holdings Corporation
                 Non-GAAP Financials Reconciliations
                           ($ in millions)

Sabre Holdings Revenue
 Reconciliation                         FY 2004 Guidance
                                        --------------------
                                         Low       High      FY 2003
                                       ---------- --------- ---------
GAAP Revenue                            $2,140.9  $2,180.9  $2,045.2
Growth %                                     4.7%      6.6%
Less: subscriber
 settlement                                    -         -     (44.3)

                                        --------- --------- ---------
Adjusted Revenue                        $2,140.9  $2,180.9  $2,000.9
Growth %                                     7.0%      9.0%


Operating Income
 Reconciliations

Sabre Holdings

GAAP Operating
 Income
     GAAP
      operating
      margin

Add: Amortization of intangibles, stock
 compensation and transaction fees from
           merger & acquisition activity
Add: Impairment
 of intangibles
Less:
 restructuring
 charge

Adjusted
 Operating
 Income
     Adjusted
      Operating
      margin


Travelocity

GAAP Operating
 Income (Loss)
     GAAP
      operating
      margin

Add: amortization of intangibles
 and transaction fees
from merger &
 acquisition
 activity
Add: stock
 compensation
Less:
 Restructuring
 charges

Adjusted
 Operating
 Income (Loss)
     Adjusted
      Operating
      margin


Net Earnings
 Reconciliation                         FY 2004 Guidance
                                        --------------------
                                          Low       High
                                         ------    ------
GAAP Net
 Earnings                                 $168.1    $182.0
Adjustments, net
 of taxes:
Add: Amortization of intangibles,
 stock compensation and transaction
 fees from merger & acquisition
 activity                                   27.7      27.7
Add: Impairment
 of intangibles                              2.1       2.1
Less: One-time
 settlements                                (3.0)     (3.0)
Add: Loss on refinancing of
 headquarters facility                         -         -
Less:
 Restructuring
 charge                                        -         -

                                        --------- ---------
Adjusted net
 earnings                                 $194.9    $208.8

GAAP EPS                                   $1.21     $1.31
Adjusted EPS                               $1.40     $1.50

Diluted share
 count (millions)                          139.2


Adjusted EBITDA
 Reconciliation


GAAP Net
 Earnings
Add: Taxes
Add: Interest
 Expense
Less: Interest
 Income
Less: Other, net
Less: Minority
 Interest
Add: Depreciation & Amortization

Adjusted EBITDA

    CONTACT: Sabre Holdings
             Media Contact
             Michael Berman, 682-605-2397
             michael.berman@sabre-holdings.com
             or
             Investor Relations
             Karen Fugate, 682-605-2343
             karen.fugate@sabre-holdings.com

    SOURCE: Sabre Holdings