Sabre Holdings Reports Third Quarter 2004 Financial Results

SOUTHLAKE, Texas–(BUSINESS WIRE)–Oct. 28, 2004–Sabre Holdings
Corporation (NYSE:TSG):

    --  3Q 2004 Diluted EPS (Adjusted) of $0.41, growth of 71 percent

    --  3Q 2004 Diluted EPS (GAAP) of $0.49, growth of 178 percent

    --  3Q 2004 Revenue of $544 million

    --  Travelocity sees year-over-year profitability improvement of
        $20 million for the second quarter in a row

    --  Board authorizes $100 million stock repurchase program

    --  Note: 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 third quarter, 2004.

The company reported third-quarter diluted earnings per share of
$0.41 on an adjusted basis. On a GAAP basis, earnings per share were
$0.49, which included the positive impact from the reversal of an $18
million tax accrual. Revenue for the third quarter was $544 million.

“We delivered another quarter of excellent earnings in what was a
challenging industry environment,” said Sam Gilliland, president and
CEO, Sabre Holdings. “Our year-over-year earnings growth was driven by
profitability at Travelocity and Sabre Travel Network.”

Sabre Holdings today also announced that its Board of Directors
approved a new stock repurchase program, authorizing the company to
buy back up to $100 million of the company’s common stock.

“With a healthy balance sheet, including strong cash flow metrics,
we are well positioned to create value in a variety of ways for our
shareholders, including through stock buybacks and dividends,” said
Gilliland.

SABRE HOLDINGS 3Q 2004 FINANCIAL HIGHLIGHTS

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

Revenue: Third-quarter revenue was $544 million, an increase of
4.9 percent on an adjusted basis from $519 million in the year-ago
quarter, and an increase of 3.3 percent on a GAAP basis from the
year-ago quarter.

Operating income: Third-quarter operating income, on an adjusted
basis, was $90 million, an increase of 51.6 percent, year-over-year.
On a GAAP basis, operating income was $77 million, an increase of 75.9
percent over the third quarter of 2003.

Net earnings: Third-quarter net earnings (adjusted) were $56
million, an increase of 62.9 percent year-over-year. On a GAAP basis,
third-quarter net earnings were $67 million, an increase of 164.9
percent from the year-ago quarter.

Adjusted EBITDA: For the third quarter, adjusted earnings before
interest, taxes, depreciation, and amortization were $107 million.

Cash/Debt: The company balance sheet as of Sept. 30, 2004
reflected cash and marketable securities of $916 million. Total debt
at the end of the quarter was $605 million, which includes notes and
bonds payable of $442 million and a $163 million capital lease
obligation.

Adjusting items: Adjusting items in the third quarter included $18
million from the reversal of previously accrued taxes. This was
primarily due to the recent resolution of the federal income tax
treatment for upfront GDS subscriber incentive payments reflected in
previously filed tax returns. Adjusting items also included $7 million
of stock compensation and amortization of intangible assets from
mergers and acquisitions, net of tax.

    SABRE HOLDINGS BUSINESS REVIEW

    TRAVELOCITY

Travelocity achieved profitability in the third quarter on both an
adjusted and GAAP basis. Travelocity operating income was $10 million
on an adjusted basis, and $1 million on a GAAP basis. This is the
second consecutive quarter of profitability at Travelocity.

Travelocity gross travel bookings were $1.2 billion for the
quarter, an increase of 15 percent year-over-year. The company
believes the abundance of lower airfares and impact from recent
hurricanes dampened gross travel bookings growth by approximately
seven points.

Third-quarter revenue from Travelocity was $139 million, a 32.9
percent increase on an adjusted basis from the year-ago quarter of
$105 million. On a GAAP basis, revenue increased 23.7 percent
year-over-year. Revenue (GAAP) in third-quarter 2003 included warrants
from a former hotel supplier. Transaction revenue for the quarter was
$121 million, an increase of 50.8 percent, year-over-year.
Non-transaction revenue, which includes advertising, corporate, and
international joint ventures, was $18 million.

Note: Please see our Form 8-K, filed today, for a detailed
explanation of Travelocity’s reversal of accrued supplier liability
into transaction revenue.

Other Travelocity metrics for the third quarter (year-over-year)
included:

    --  Air transaction revenue grew 7.8 percent

    --  Non-air transaction revenue grew 88.7 percent

    --  Packaging revenue grew 105.9 percent

    --  Packaging revenue, as a percent of total transaction revenue,
        was 24 percent

    --  Merchant revenue represented 42 percent of total transaction
        revenue

    --  Hotel room nights across the Travelocity network were up 61.3
        percent

    SABRE TRAVEL NETWORK

Third-quarter revenue from the Sabre Travel Network business was
$388 million, a decrease of 1.2 percent from $393 million in the
year-ago quarter. Global travel bookings were 97.4 million for the
third quarter, an increase of about 1 percent, compared with 96.9
million in the year-ago period. As anticipated, the overall bookings
rate of growth slowed compared to the first half of this year, which
included the anniversary effect of the Iraq War and SARS.

SABRE AIRLINE SOLUTIONS

Third-quarter revenue from Sabre Airline Solutions was $60
million, an increase of 2.2 percent, compared to $59 million in the
year-ago quarter. Similar to previous quarters this year, revenue
growth in the third quarter was primarily driven by the Passenger
Solutions business (reservation system hosting).

    RECENT BUSINESS HIGHLIGHTS

    Sabre Holdings

    --  Repurchased approximately 2.6 million shares of common stock
        (approximately $64 million) in the third quarter, as part of a
        $100 million stock repurchase program approved in April 2004.

    --  Established its new Asia Pacific headquarters in Shanghai,
        China to better advance the company's strategic business
        agenda in the world's fastest-growing region.

    --  Announced a quarterly cash dividend of $0.075 per share on
        Oct. 26. The dividend is payable on Nov. 15, 2004 to
        shareholders of record at the close of regular trading on Nov.
        5, 2004.

    Travelocity

    --  Acquired the remaining 50 percent of the Travelocity Europe
        joint venture that it did not already own, excluding
        operations in Germany, from Otto Freizeit und Touristik GmbH.

    --  Acquired All State Tours Inc. ("Allstate Ticketing") and its
        ShowTickets.com brand, the leading distributor of show and
        event tickets in Las Vegas.

    --  Became certified by InterContinental Hotels Group (IHG) as an
        online third party intermediary for its hotels, meeting IHG's
        distribution standards for consumer practices and hotel
        relations.

    --  Gained several new Travelocity Business customers, including
        Aetna, one of two Fortune 100 customers added in the third
        quarter, and signed new supplier deals with Lufthansa and
        Spirit Air.

    --  Announced that Carlson Hotels Worldwide became the first
        merchant hotel partner to implement the latest advances in
        Travelocity's merchant hotel platform, enabling Carlson to
        automatically "push" updated merchant rates and availability
        directly from its system to Travelocity.

    --  Strengthened TotalTrip Dynamic Packaging by adding car
        rentals, which enables shoppers to simultaneously reserve a
        car while booking their flight + hotel + travel extras options
        in one itinerary.

    Sabre Travel Network

    --  Launched Hotel Spotlight, a new marketing and distribution
        program that provides Sabre-Connected travel agencies with
        better hotel rates while helping hoteliers increase bookings
        through the Sabre GDS.

    --  Acquired iTASN, a Boston-based host agency with 300 agents,
        and integrated the business into Nexion, now the largest
        fully-automated, full-service host agency in the United
        States.

    --  Rolled out the industry's first automated online ticket
        exchange, enabling GetThere customers to calculate the cost of
        changing airline tickets and then make changes online.

    --  Enhanced GetThere by making online meeting planning a standard
        feature of the leading online booking tool.

    Sabre Airline Solutions

    --  Acquired RM Rocade, a software solutions provider in
        Stockholm, Sweden, which offers an easy-to-use flight
        operations product suite to small-, medium-size, and low-cost
        carriers around the world.

    --  Acquired Lanyon, LTD., a provider of business process
        management (BPM) software including the airline industry's
        leading revenue integrity management software.

    --  Signed major software deals with TAM Linhas Aereas, KLM Royal
        Dutch Airlines and Malaysia Airlines.

    --  Renewed a long-term agreement for passenger management
        (reservation system hosting) with Hawaiian Airlines, which
        also purchased new components of the SabreSonic suite,
        including CRM and e-ticketing.

    SABRE HOLDINGS OUTLOOK

Please note: The company intends to provide its full-year 2005
financial outlook in a conference call in early December.

4Q 2004

For the fourth quarter, the company projects revenue to be in the
range of $490 million to $510 million. Diluted earnings per share are
expected to be in the range of $0.17 to $0.21 on an adjusted basis,
and in the range of $0.13 to $0.17 on a GAAP basis. Adjusting items in
the fourth quarter, net of tax and minority interest, are projected to
be approximately $5 million. This estimate includes stock compensation
and amortization of intangible assets from mergers and acquisitions.

Full-Year 2004

The company updated its guidance for full-year 2004 and expects
the following:

    --  Reiterated 2004 earnings per share on an adjusted basis in the
        range of $1.40 to $1.50

    --  Updated earnings per share on a GAAP basis to be in the range
        of $1.34 to $1.44, versus previous guidance of $1.21 to $1.31

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

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

    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 or which necessarily depend upon future
events, 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, such as the
financial instability or bankruptcy of many of the air carriers,
competition from alternative travel distributors such as online
vertical search engines, 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            Nine months ended
                     September 30,                September 30,
                 2004    2003  Percent      2004      2003    Percent
               ------- ------- --------   --------- --------- --------

Revenues
 Sabre Travel
  Network      $387.9  $392.5    (1.2%)   $1,206.1  $1,215.0    (0.7%)
 Travelocity    139.5   112.8     23.7%      376.5     297.4     26.6%
 Sabre Airline
  Solutions      60.4    59.1      2.2%      180.7     173.3      4.3%
 Elimination
  of
  intersegment
  revenues      (43.4)  (37.6)    15.4%     (128.2)   (107.8)    18.9%
               ------- -------            --------- ---------
 Total
  revenues      544.4   526.8      3.3%    1,635.0   1,577.8      3.6%

Operating
 expenses       467.2   482.9    (3.3%)    1,399.9   1,389.7      0.7%
               ------- -------            --------- ---------

Operating
 income          77.2    43.9     75.9%      235.1     188.2     25.0%

Other income
 (expense)
 Interest
  income
  (expense)
  net            (2.6)   (2.6)   (2.7%)       (8.9)     (5.0)    76.6%
 Other, net       2.0    (0.8) (338.4%)        8.3     (30.4) (127.3%)

Minority
 interest         0.1    (0.7) (116.6%)        0.3      (1.3) (123.3%)
               ------- -------            --------- ---------

Income before
 provision for
 income taxes    76.7    39.7     93.3%      234.8     151.5     55.0%

Provision for
 income taxes     9.3    14.2   (34.7%)       65.4      54.3     20.4%
               ------- -------            --------- ---------


Net earnings    $67.4   $25.4    164.9%     $169.4     $97.1     74.4%
               ======= =======            ========= =========

Operating
 Margin          14.2%    8.3%                14.4%     11.9%

Earnings per
 share- basic   $0.50   $0.18                $1.23     $0.68

Earnings per
 share-
 diluted        $0.49   $0.18    178.5%      $1.22     $0.68     79.9%

Weighted
 average
 shares -basic  135.5   142.7                137.4     142.5
Weighted
 average
 shares
 -diluted       138.1   145.2                139.2     143.6
Sabre Holdings Corporation
Condensed Consolidated Statements of Income - Adjusted
(Unaudited, in millions except per share amounts)

                   Three months ended           Nine months ended
                      September 30,               September 30,
                  2004    2003  Percent     2004      2003     Percent
                ------- ------- --------  --------- --------- --------

Revenues
  Sabre Travel
   Network      $387.9  $392.5    (1.2%)  $1,206.1  $1,178.5      2.3%
  Travelocity    139.5   105.0     32.9%     376.5     289.6     30.0%
  Sabre Airline
   Solutions      60.4    59.1      2.2%     180.7     173.3      4.3%
  Elimination
   of
   intersegment
   revenues      (43.4)  (37.6)    15.4%    (128.2)   (107.8)    18.9%
                ------- -------           --------- ---------
  Total
   revenues      544.4   519.0      4.9%   1,635.0   1,533.5      6.6%

Operating
 expenses        454.6   459.7    (1.1%)   1,357.7   1,337.4      1.5%
                ------- -------           --------- ---------

Operating
 income           89.7    59.2     51.6%     277.3     196.2     41.4%

Other income
 (expense)
  Interest
   income
   (expense)
   net            (2.6)   (2.6)     2.7%      (8.9)     (5.0)  (76.6%)
  Other, net       0.6    (1.1) (156.2%)       2.0      (2.3) (185.7%)

Minority
 interest         (0.7)   (1.5)  (53.3%)      (2.2)     (3.8)  (41.5%)
                ------- -------           --------- ---------

Income before
 provision for
 income taxes     87.1    53.9     61.6%     268.3     185.0     45.0%

Provision for
 income taxes     31.1    19.5     59.3%      95.7      66.7     43.4%
                ------- -------           --------- ---------


Net earnings     $56.0   $34.4     62.9%    $172.6    $118.3     45.9%
                ======= =======           ========= =========

Operating
 margin           16.5%   11.4%               17.0%     12.8%

Earnings per
 share- basic    $0.41   $0.24               $1.26     $0.83

Earnings per
 share- diluted  $0.41   $0.24     71.2%     $1.24     $0.82     50.5%

Weighted
 average shares
 -basic          135.5   142.7               137.4     142.5
Weighted
 average shares
 -diluted        138.1   145.2               139.2     143.6
Sabre Holdings Corporation
Reconciliation of Unadjusted Results to Adjusted Net Earnings
Three and Nine Months ended September 30, 2004 and 2003
(Unaudited, in millions, except percents)

                         Three months ended      Nine months ended
                             September 30,          September 30,
                        ----------------------------------------------
                         2004   2003  Change(a) 2004   2003  Change(a)
                        ------ ------ --------  ----   ----  ---------

Unadjusted operating
 income                 $77.2  $43.9    75.9%  $235.1  $188.2    25.0%
Adjustments for
 special items:
  Travelocity
   intangible
   amortization and
   stock compensation     8.8   11.5  (23.5%)    26.9   34.8   (22.8%)
  Recognition of
   deferred revenue
   from former hotel
   supplier warrants      0.0   (7.8)    (b)      0.0   (7.8)     (b)
  Impairment of
   intangible assets      0.0    8.8     (b)      3.2    8.8   (63.8%)
  Sabre Pacific, DCS,
   Nexion intang.
   amort. and def.
   comp.                  3.1    2.3    38.2%     9.4    6.9     37.6%
  Subscriber
   settlement
   agreement              0.0    0.0     (b)      0.0  (36.5)     (b)
  Gradient intangible
   amortization and
   stock compensation     0.3    1.0  (68.2%)     2.4    3.1   (23.2%)
  Lanyon and RM Rocade
   intangible
   amortization           0.3    0.0   926.6%     0.3    0.1    239.3%
  Travelocity tender
   offer expenses         0.0   (0.5)    (b)      0.0   (0.5)     (b)
  Restructuring
   charges                0.0    0.0     (b)      0.0   (0.9)     (b)
                        ------ ------          ------- ------
Adjusted operating
 income                  89.7   59.2    51.6%   277.3  196.2     41.4%

Unadjusted other
 income and minority
 interest                (0.4)  (4.2) (89.4%)    (0.3) (36.7)  (99.3%)
Adjustments for
 special items:
  Realized loss on
   disposal of warrants
   from former hotel
   supplier               0.0   (0.3)     (b)     0.0    0.1     (b)
  Impact of adjusting
   items on minority
   interests             (0.8)   0.0      (b)    (2.5)  (1.6)    53.2%
  Arbitration
   settlement             0.0    0.0      (b)    (6.0)   0.0     (b)
  Shareholder
   settlement             0.0   (0.8)     (b)     1.1   (0.8) (230.2%)
  Loss on refinancing
   of headquarters
   facility               0.0    0.0      (b)     0.0   27.9     (b)
  True-up of previous
   (gain)/loss on sale
   of assets             (1.4)   0.0      (b)    (1.4)   0.0     (b)
                        ------ ------          ------- -------
Adjusted income before
 provision for income
 taxes                   87.1   53.9    61.6%    268.3  185.0   45.0%

Unadjusted provision
 for income taxes         9.3   14.2  (34.7%)     65.4   54.3   20.4%
Adjustment to taxes
 for reversal of tax
 accrual                 17.9    0.0      (b)     17.9    0.0    (b)
Adjustments to taxes
 for adjusting items      3.9    5.3  (26.9%)     12.3   12.4   (0.6%)
                        ------ ------          ------- -------
Adjusted provision for
 income taxes            31.1   19.5    59.3%     95.7   66.7   43.4%

Adjusted net earnings   $56.0  $34.4    62.9%   $172.6 $118.3   45.9%
                        ====== ======          ======= =======

(a) Percents shown reflect changes in unrounded figures and may not
    agree to the percent changes in figures after rounding.

(b) Greater than 100 percent.
Sabre Holdings Corporation
Sabre Travel Network
Booking Summary - Third Quarter
(millions)

                        3Q04  3Q03  % Change   YTD04  YTD03  % Change
                       ----- -----  --------- ------ ------  --------

Total Bookings          97.4  96.9     0.6%   303.9  279.7     8.6%

Geographic
   US                   50.5  49.9     1.3%   159.0  150.3     5.8%
   International        47.0  47.0   (0.1%)   144.9  129.4    12.0%
                        ----- -----           ------ ------
                        97.4  96.9     0.6%   303.9  279.7     8.6%

Channel
   Traditional Agency   87.2  87.5   (0.4%)   273.6  252.5     8.3%
   Consumer on-line     10.3   9.3    10.3%    30.3   27.2    11.6%
                        ----- -----           ------ ------
                        97.4  96.9     0.6%   303.9  279.7     8.6%

Air/Non-Air
  Air                   85.1  85.4   (0.4%)   267.3  247.1     8.2%
  Non-Air               12.4  11.5     7.9%    36.6   32.6    12.4%
                        ----- -----           ------ ------
                        97.4  96.9     0.6%   303.9  279.7     8.6%

Direct/Non-Direct
  Direct                80.3  79.9     0.6%   252.0  239.4     5.3%
  Non-Direct            17.1  17.0     0.7%    51.9   40.3    28.7%
                        ----- -----           ------ ------
                        97.4  96.9     0.6%   303.9  279.7     8.6%
                               Sabre Holdings Corporation
                          Non-GAAP Financials Reconciliations
                                    ($ in millions)

 Sabre Holdings
  Revenue
  Reconciliation
                               3Q 2004 3Q 2003
                               ------- -------
 GAAP Revenue                  $544.4  $526.8
 Growth %                         3.3%
 Less: subscriber
  settlement                        -       -
 Less: recognition of deferred
  revenue on warrants               -    (7.8)

                               ------- -------
 Adjusted Revenue              $544.4  $519.0
 Growth %                         4.9%

 Travelocity Revenue
  Reconciliation
                               3Q 2004 3Q 2003
                               ------- -------
 GAAP Revenue                  $139.5  $112.8
 Growth %                        23.7%
 Less: recognition of deferred
  revenue on warrants               -    (7.8)

                               ------- -------
 Adjusted Revenue              $139.5  $105.0
 Growth %                        32.9%


 Operating Income Reconciliations

 Sabre Holdings
                               3Q 2004  3Q 2003
                               -------- -------
 GAAP Operating
  Income                        $77.2   $43.9
      GAAP operating margin     14.2%    8.3%

 Add: Amortization of
  intangibles, stock
  compensation                   12.6    14.4
     and transaction fees from
     merger & acquisition
     activity
 Add: Impairment of asset           -     8.8
 Less: Recognition of deferred
  revenue on warrants               -    (7.8)
                               ------- -------
 Adjusted
  Operating
  Income                        $89.7   $59.2
   Adjusted Operating margin    16.5%   11.4%

 Travelocity
                               3Q 2004 3Q 2003
                               ------- -------
 GAAP Operating
  Income (Loss)                  $0.9  ($22.3)
   GAAP operating margin         0.6%

 Add: amortization of
  intangibles and transaction
  fees                            7.6     8.5
  from merger & acquisition
  activity
 Add: stock compensation          1.2     3.0
 Add: Impairment of asset           -     8.8
 Less: recognition of deferred
  revenue on warrants               -    (7.8)

                               ------- -------
 Adjusted
  Operating
  Income (Loss)                  $9.7   ($9.9)
   Adjusted Operating margin     6.9%


 Net Earnings Reconciliation                         4Q 2004 Guidance
                                                     ----------------
                               3Q 2004 3Q 2003        Low    High
                               ------- -------       ------ -------

 GAAP Net
  Earnings                      $67.4   $25.4         $18.2   $23.7
 Adjustments, net of taxes:
 Less: recognition of deferred
  revenue on warrants               -    (4.9)
 Add: Amortization of
  intangibles, stock
  compensation                    7.4     8.6           5.2     5.2
  and transaction fees from
  merger & acquisition
  activity
 Add: Impairment of intangible
  assets                            -     5.5
 Less: gain on disposal of
  warrants                          -    (0.3)
 Less: True-up of previous gain
  on sale of assets              (0.8)      -
 Add: Travelocity shareholder
  settlement                        -       -
 Less:
  Arbitration settlement            -       -
 Less: Tax reserve reversal     (17.9)      -             -       -

                               ------- -------        ------ -------
 Adjusted net earnings          $56.0   $34.4         $23.3   $28.8

 GAAP EPS                       $0.49   $0.18         $0.13   $0.17
 Adjusted EPS                   $0.41   $0.24         $0.17   $0.21

 Diluted share count (millions) 138.1   145.2         137.3


 Adjusted EBITDA               3Q 2004
  Reconciliation               --------

 GAAP Net Earnings              $67.4
 Add: Taxes                       9.3
 Add: Interest
  Expense                         6.9
 Less: Interest
  Income                         (4.3)
 Less: Other, net                (2.0)
 Less: Minority
  Interest                       (0.1)
 Add: Depreciation
  & Amortization                 30.0
                               -------
 Adjusted EBITDA               $107.2



 Sabre Holdings Revenue               FY 2004 Guidance
  Reconciliation                      -----------------------
                                          Low       High       FY 2003
                                      ------------ --------- ---------
 GAAP Revenue                            $2,132.9  $2,148.9  $2,045.2
 Growth %                                     4.3%      5.1%
 Less: subscriber settlement                    -         -     (36.5)
 Less: recognition of deferred
  revenue on warrants                                            (7.8)

                                      ------------ --------- ---------
 Adjusted Revenue                        $2,132.9  $2,148.9  $2,000.9
 Growth %                                     6.6%      7.4%


 Net Earnings Reconciliation              FY 2004 Guidance
                                         ----------------
                                           Low         High
                                         ---------   --------

 GAAP Net Earnings                         $185.6    $199.4
 Adjustments, net of taxes:
 Less: recognition of deferred
  revenue on warrants                           -         -
 Add: Amortization of intangibles,
  stock compensation                         28.1      28.1
         and transaction fees from merger &
          acquisition activity
 Add: Impairment of intangible assets         2.1       2.1
 Less: gain on disposal of warrants             -         -
 Less: True-up of previous gain on
  sale of assets                             (0.8)     (0.8)
 Add: Travelocity shareholder
  settlement                                  0.7       0.7
 Less: Arbitration settlement                (3.7)     (3.7)
 Less: Tax reserve reversal                 (17.9)    (17.9)

                                      ------------ ---------
 Adjusted net earnings                     $193.9    $207.8

 GAAP EPS                                   $1.34     $1.44
 Adjusted EPS                               $1.40     $1.50

 Diluted share count (millions)             138.5


    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 Corporation