Sabre Holdings Reports First Quarter 2006 Financial Results

-- 1Q 2006 revenue of $700 million, up 20 percent year-over-year

-- 1Q 2006 diluted EPS (Adjusted) of $0.24

-- 1Q 2006 diluted EPS (GAAP) of $0.13

-- 1Q 2006 free cash flow of $85 million; cash flow from operations of $113 million

-- Travelocity revenue and gross travel booked up 59 percent, year-over-year

Note: Analyst call today at 9:00 a.m. Central, atwww.sabre-holdings.com/investor/index.html.

Sabre Holdings Corporation (NYSE:TSG) today announced financialresults for the first quarter of 2006.

The company reported revenue for the first quarter of $700million, up 20 percent, year-over-year. Diluted earnings per sharewere $0.24 on an adjusted basis compared to $0.37 in the year agoquarter. On a GAAP basis, diluted earnings per share were $0.13compared to $0.44 in the same period last year. As expected, theyear-over-year comparisons include the impact from several factorsincluding a prior year asset sale, seasonality in Travelocity'slastminute.com business, and interest expense and amortization relatedto the acquisition of lastminute.com.

"We had a strong start to the year with first quarter earnings atthe high end of our projections and revenue growth of 20 percentyear-over-year," said Sam Gilliland, Chairman and CEO, Sabre Holdings."Across our portfolio, we have made significant progress toward thisyear's operational objectives, including deepening our relationshipswith major airlines, hoteliers and marketing partners. We areoptimistic about our growth prospects this year and beyond."

SABRE HOLDINGS 1Q 2006

FINANCIAL HIGHLIGHTS

(Note: See attached schedules for full financial details,reconciliations of non-GAAP financial measures, and a description ofadjusting items.)

Revenue: First quarter revenue was $700 million, an increase of 20percent from $582 million in the year-ago quarter.

Operating income: On an adjusted basis, operating income for thefirst quarter was $64 million, compared to $79 million in the year-agoquarter. Operating income on a GAAP basis was $38 million, compared to$71 million in 2005.

Net earnings: For the first quarter, net earnings on an adjustedbasis were $32 million, or $0.24 per share, compared to $49 million,or $0.37 per share in the first quarter of 2005. On a GAAP basis,first quarter net earnings were $17 million, or $0.13 per share on adiluted basis, compared to $58 million, or $0.44 per share on adiluted basis in the year-ago quarter.

Adjusted EBITDA: For the first quarter, adjusted earnings beforeinterest, taxes, depreciation, and amortization were $89 million.

Cash/Debt: The company balance sheet as of March 31, 2006reflected cash and marketable securities of $359 million. Total debtat the end of the quarter was $1.2 billion, which included notes andbonds payable of $999 million, and a $156 million capital leaseobligation.

SABRE HOLDINGS BUSINESS REVIEW

TRAVELOCITY

For the first quarter, Travelocity global gross travel booked was$2.5 billion, an increase of 59 percent year-over-year. Total globalrevenue for the quarter was $234 million, year-over-year growth of 59percent.

On a geographic basis, gross travel booked and revenue forTravelocity included the following:
TRAVELOCITY Y/Y
1Q06 1Q05 Growth
----------------------------------------- --------- -------- ---------
Gross Travel Booked (millions)
----------------------------------------- --------- -------- ---------
North America (1) $1,874 $1,515 24%
----------------------------------------- --------- -------- ---------
Europe (3) $668 $82 NM
----------------------------------------- --------- -------- ---------
Total Gross Travel Booked $2,542 $1,597 59%
----------------------------------------- --------- -------- ---------

----------------------------------------- --------- -------- ---------
Revenue (millions)
----------------------------------------- --------- -------- ---------
North America (1) $167 $142 18%(2)
----------------------------------------- --------- -------- ---------
Europe (3) $67 $5 NM
----------------------------------------- --------- -------- ---------
Total Revenue $234 $147 59%
----------------------------------------- --------- -------- ---------

(1) Includes ZUJI results in Asia

(2) Total transaction revenue growth was 21% in North America

(3) Includes lastminute.com as of July 2005

Other Travelocity global metrics for the first quarter:

-- Total air transaction revenue grew 24 percent

-- Total non-air transaction revenue grew 90 percent

-- Total packaging revenue grew 38 percent

-- Packaging revenue as a percent of total transaction revenue was 23 percent

-- Hotel room nights sold across the Travelocity network were 3.2 million, growth of 54 percent year-over-year

SABRE TRAVEL NETWORK

First quarter revenue from the Sabre Travel Network business was$449 million, an increase of 7 percent from $420 million in theyear-ago quarter. Global transactions in the quarter were 94 million,growth of 2 percent year-over-year.

SABRE AIRLINE SOLUTIONS

First quarter revenue from Sabre Airline Solutions was $65million, an increase of 3 percent from $63 million in the year-agoquarter.

RECENT BUSINESS HIGHLIGHTS

-- Signed a new seven-year full content agreement with Delta Air Lines to distribute Delta fares through the Sabre Global Distribution System (GDS). Delta also signed a new marketing agreement with Travelocity including a participation agreement with Site59.

-- Signed five-year full content agreements with United Airlines to distribute United fares through the Sabre GDS as well as Travelocity and Site59.

-- Announced a long-term GDS subscriber agreement with priceline.com.

-- Acquired TRAMS, Inc., a leading provider of mid- and back-office solutions and unique marketing services for travel agencies.

-- Appointed Ian McCaig as Chief Executive Officer of lastminute.com, Travelocity's European online travel and leisure group.

-- Announced that Hilton Hotels Corporation was Travelocity's newest supplier of net rate hotel content ensuring participating Hilton Family hotels were featured on Travelocity's hotel, TotalTrip and Last Minute Packages shopping engines.

-- Announced that Travelocity renewed and expanded its marketing partnership for two years with AOL and extended its agreement with Yahoo! for an additional year.

-- Launched a proactive new customer alert system at Travelocity that goes beyond air alerts, looking for hotel or other issues that might impact travelers, and then giving them the option to make changes before their trip.

-- Signed deals worth $2.5 million with Alitalia to supply the Italian flag carrier with Sabre's revenue integrity products, as well as its consulting services, to potentially stem millions of dollars of revenue leakage each year.

-- Completed a $400 million offering of 10-year senior unsecured notes. The notes will pay a coupon of 6.35% and were priced at a yield of 6.40%.

-- Declared a quarterly cash dividend of $0.10 per share payable on May 25, 2006, to shareholders of record at the close of regular trading on the New York Stock Exchange on May 11, 2006.

SABRE HOLDINGS OUTLOOK

2Q 2006

For the second quarter of 2006, the company projects revenue to bein the range of $710 million to $740 million. Diluted earnings pershare are projected to be in the range of $0.38 to $0.43 on anadjusted basis, and $0.25 to $0.30 on a GAAP basis.

Full-Year 2006

- Year-over-year revenue growth of approximately 15 percent

- Diluted earnings per share of $1.70 to $1.77 on an adjusted basis, and $1.19 to $1.26 on a GAAP basis

- Adjusted EBITDA greater than $500 million, growth of more than 25 percent

- GAAP net income of approximately $160 million

- Free cash flow greater than $300 million and cash flow from operations greater than $425 million

About Sabre Holdings

Sabre Holdings connects people with the world's greatest travelpossibilities by retailing travel products and providing distributionand technology solutions for the travel industry. Sabre Holdingssupports travelers, travel agents, corporations, government agenciesand travel suppliers through its companies: Travelocity, Sabre TravelNetwork and Sabre Airline Solutions. Headquartered in Southlake,Texas, the company has approximately 9,000 employees in 45 countries.Full-year 2005 revenues totaled $2.5 billion. Sabre Holdings, an S&P500 company, is traded on the NYSE under the symbol TSG. Moreinformation is available at http://www.sabre-holdings.com.

Statements in this release which are not purely historical factsor which necessarily depend upon future events, including statementsabout forecasted financial performance or other statements aboutanticipations, beliefs, expectations, hopes, intentions or strategiesfor the future, may be forward-looking statements within the meaningof Section 21E of the Securities Exchange Act of 1934, as amended.Readers are cautioned not to place undue reliance on forward-lookingstatements. All forward-looking statements are based upon informationavailable to Sabre Holdings Corporation on the date this report wassubmitted. Sabre Holdings Corporation undertakes no obligation topublicly update or revise any forward-looking statements, whether as aresult of new information, future events or otherwise. Anyforward-looking statements involve risks and uncertainties that couldcause actual events or results to differ materially from the events orresults described in the forward-looking statements, including risksor uncertainties related to Sabre Holdings Corporation revenues beingsubject to adverse changes to our travel supplier relationships andpotential substantial decreases in travel transaction volumes. SabreHoldings Corporation may not succeed in addressing these and otherrisks. Further information regarding factors that could affect ourfinancial and other results can be found in the risk factors sectionof Sabre Holdings Corporation's most recent filing on Form 10-K withthe Securities and Exchange Commission.

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

Three months ended
March 31,
2006 2005 Change(1)
-------- ------ ---------

Revenues
Sabre Travel Network 448.5 419.8 6.8%
Travelocity 234.4 147.1 59.4%
Sabre Airline Solutions 64.8 62.8 3.3%
Elimination of intersegment revenues (47.6) (47.8) (0.4%)
-------- ------
Total revenues 700.2 581.9 20.3%

Operating expenses 662.3 510.7 29.7%
-------- ------

Operating income 37.9 71.2 (46.7%)

Other income (expense)
Interest income (expense) net (15.8) (3.2) 386.3%
Other, net 2.1 20.4 (89.7%)

Minority interest 2.5 0.8 226.4%
-------- ------

Income before provision for income taxes 26.7 89.2 (70.0%)

Provision for income taxes 9.9 31.5 (68.5%)
-------- ------


Net earnings 16.8 57.7 (70.9%)
======== ======

Operating Margin 5.4% 12.2%

Earnings per share- basic $0.13 $0.44

Earnings per share- diluted $0.13 $0.44

Weighted average shares -basic 130.3 130.3
Weighted average shares -diluted 132.6 130.8


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


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


Three months ended
March 31,
2006 2005 Change(1)
------- ------- ---------

Revenues
Sabre Travel Network 448.5 419.8 6.8%
Travelocity 234.4 147.1 59.4%
Sabre Airline Solutions 64.8 62.8 3.3%
Elimination of intersegment revenues (47.6) (47.8) (0.4%)
------- -------
Total revenues 700.2 581.9 20.3%

Operating expenses 635.8 502.5 26.5%
------- -------

Operating income 64.4 79.4 (18.9%)

Other income (expense)
Interest income (expense) net (15.8) (3.2) 386.3%
Other, net 0.3 (0.2) --

Minority interest 1.8 (0.4) --
------- -------

Income before provision for income taxes 50.7 75.6 (32.9%)

Provision for income taxes 18.5 26.8 (30.9%)
------- -------


Net earnings 32.2 48.8 (34.0%)
======= =======

Operating margin 9.2% 13.7%

Earnings per share- basic $0.25 $0.37

Earnings per share- diluted $0.24 $0.37

Weighted average shares -basic 130.3 130.3
Weighted average shares -diluted 132.6 130.8


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


Sabre Holdings Corporation
Reconciliation of Unadjusted Results to Adjusted Results
Three Months ended March 31, 2006
(Unaudited, in millions)

Three months ended
March 31,
2006 2005 Change(1)
------- ------- ---------

Unadjusted operating income $37.9 $71.2 (46.7%)
Adjusting items:
Travelocity intangible amortization and
stock compensation $16.8 $2.5 584.7%
Travel Network intangible amortization and
stock compensation $7.8 $5.2 49.2%
Airline Solutions intangible amortization
and stock compensation $1.9 $0.6 235.1%

------- -------
Adjusted operating income $64.4 $79.4 (18.9%)

Unadjusted other income (loss) and minority
interest ($11.2) $18.0 (162.4%)
Adjusting items:
Forfeitures related to adoption of FAS
123R ($1.8) $0.0 --
Realized gain on sale of Karavel
investment $0.0 ($20.6) --
Impact of adjusting items on minority
interests ($0.7) ($1.2) (41.4%)

Adjusted income before provision for income
taxes $50.7 $75.6 (32.9%)

Unadjusted provision for income taxes $9.9 $31.5 (68.5%)
Adjustments to taxes for adjusting items $8.6 ($4.6) --
------- -------
Adjusted provision for income taxes $18.5 $26.8 (30.9%)

Adjusted net earnings $32.2 $48.8 (34.0%)
======= =======


(1) 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
Transactions Summary
(millions)

------- ------- ---------
1Q06 1Q05 % Change
------- ------- ---------

Transactions 94.2 92.0 2.4%

Geographic
US 60.1 58.8 2.2%
International 34.1 33.2 2.8%
------ -------
94.2 92.0 2.4%

Channel
Traditional Agency 82.3 80.7 1.9%
Consumer on-line 12.0 11.3 5.9%
------ -------
94.2 92.0 2.4%

Air/Non-Air
Air 81.6 79.7 2.3%
Non-Air 12.7 12.3 3.1%
------ -------
94.2 92.0 2.4%


Note: As of Q1 2005, we are counting as a transaction, any travel
reservation that generates a fee paid directly to us including, but
not limited to the following: traditional booking fees paid by
suppliers, non-traditional transaction fees paid by suppliers,
transaction fees paid by travel agencies, and transaction fees paid by
corporations related to our online booking tool.

Updated historical quarterly transaction information available on
www.sabre-holdings.com/investor/highlights/statistics/historical.html



Operating Income Reconciliations

Sabre Holdings
1Q 2006 1Q 2005
----------- -------------
GAAP Operating Income $37.9 $71.2
GAAP Operating Margin 5.4% 12.2%

Add: amortization of intangibles 18.4 7.8
Add: stock compensation - employee stock
options 4.5 0.5
Add: stock compensation - restricted stock
and performance shares 3.6 --

----------- -------------
Adjusted Operating Income $64.4 $79.4
Adjusted Operating Margin 9.2% 13.7%


Net Earnings Reconciliation
1Q 2006 1Q 2005
----------- -------------

GAAP Net Earnings $16.8 $57.7
Adjustments, net of taxes:
Add: amortization of intangibles and stock
compensation 16.5 4.5
Less: forfeiture on adoption of FAS123R (1.2) --
Less: realized gain on sale of investment
in Karavel -- (13.4)

----------- -------------
Adjusted Net Earnings $32.2 $48.8

GAAP EPS $0.13 $0.44
Adjusted EPS $0.24 $0.37

Diluted share count 132.6 130.8 million


Adjusted EBITDA Reconciliation
1Q 2006 1Q 2005
----------- -------------

GAAP Net Earnings $16.8 $57.7
Add: taxes 9.9 31.5
Add: interest expense (income), net 15.8 3.2
Less: other, net (including forfeiture on
adoption of FAS123R) (2.1) --
Less: other, net (realized gain on sale of
investment in Karavel) -- (20.4)
Less: minority interest (2.5) (0.8)
Add: depreciation & amortization 43.1 27.1
Add: stock compensation 8.1 --

----------- -------------
Adjusted EBITDA $89.1 $98.3


Free Cash Flow Reconciliation 1Q 2006
-----------

Cash Provided by Operating Activities $112.7

Less: capital expenditures (27.6)

-----------
Free Cash Flow $85.1


2006 Guidance
-------------------------------

Net Earnings Reconciliation 2Q 2006 Guidance FY 2006 Guidance
------------------ ------------------
Low High Low High
------- ---------- ---------- -------

GAAP Net Earnings $32.6 $39.2 $158.6 $167.9
Adjustments, net of taxes:
Add: amortization of
intangibles and stock
compensation 17.8 17.8 69.4 69.4
Less: other, net (including
forfeiture on adoption of
FAS123R) -- -- (1.2) (1.2)

------- ---------- ---------- -------

Adjusted Net Earnings $50.4 $57.0 $226.8 $236.2

GAAP EPS $0.25 $0.30 $1.19 $1.26
Adjusted EPS $0.38 $0.43 $1.70 $1.77

Diluted share count 132.6 million 133.3 million


Adjusted EBITDA Reconciliation FY 2006 Guidance
------------------
Low High
---------- -------

GAAP Net Earnings $158.6 $167.9
Add: taxes 85.4 90.4
Add: interest expense (income),
net 59.9 59.9
Less: other, net (including
forfeiture on adoption of
FAS123R) (2.1) (2.1)
Less: minority interest (1.4) (1.4)
Add: depreciation &
amortization 184.9 184.9
Add: stock compensation 40.8 40.8

---------- -------
Adjusted EBITDA $526.1 $540.5

FY 2006 Guidance
------------------
Low High
---------- -------
Free Cash Flow Reconciliation

Cash Provided by Operating
Activities $425.0 $450.0

Less: capital expenditures (125.0) (115.0)

---------- -------
Free Cash Flow $300.0 $335.0