(PAGE) 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 1997.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Transition Period From to .
Commission file number 1-12175.
The SABRE Group Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 75-2662240
(State or other (I.R.S. Employer
jurisdiction Identification No.)
of incorporation or
organization)
4255 Amon Carter Blvd.
Fort Worth, Texas 76155
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number,
including area code (817) 931-7300
Not Applicable
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter periods that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___.
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Class A Common Stock, $.01 par value - 23,436,683 as of
August 8, 1997
Class B Common Stock, $.01 par value - 107,374,000 as of August
8, 1997
(PAGE) 2
INDEX
THE SABRE GROUP HOLDINGS, INC.
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet -- June 30, 1997 and December 31, 1996
Consolidated Statement of Income -- Three months ended June 30,
1997 and 1996; Six months ended
June 30, 1997 and 1996
Condensed Consolidated Statement of Stockholders' Equity
Consolidated Statement of Cash Flows -- Six months ended June 30,
1997 and 1996
Notes to Consolidated Financial Statements -- June 30, 1997
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other information
Pro forma Consolidated Statement of Income -- Three months ended
June 30, 1996; Six months ended June 30, 1996
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
(PAGE) 3
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
THE SABRE GROUP HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited) (In thousands, except per share data)
(TABLE)
(CAPTION)
June 30, December 31,
1997 1996
Assets
(S) (C) (C)
Current Assets
Cash and cash equivalents $ 6,208 $ 15,992
Short-term investments 501,047 426,945
Accounts receivable, net 233,117 197,015
Prepaid expenses 14,475 13,630
Deferred income taxes 34,508 40,946
Total current assets 789,355 694,528
Property and Equipment
Buildings and leasehold improvements 309,672 298,740
Furniture, fixtures and equipment 31,304 24,403
Service contract equipment 559,250 545,302
Computer equipment 388,233 356,506
1,288,459 1,224,951
Less accumulated depreciation and
amortization (699,377) (665,884)
Total property and equipment 589,082 559,067
Other assets, net 37,478 33,488
$1,415,915 $1,287,08
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable $ 82,166 $ 96,622
Accrued compensation and related benefits 57,222 55,547
Other accrued liabilities 119,782 110,391
Payable to affiliates 22,505 27,267
Total current liabilities 281,675 289,827
Deferred income taxes 44,206 43,077
Other postretirement benefits 60,187 50,070
Other liabilities 16,125 16,595
Debenture payable to AMR 317,873 317,873
Commitments and contingencies
Stockholders' Equity
Preferred Stock: $0.01 par value; 20,000
shares authorized; no shares issued --- ---
Common stock
Class A: $.01 par value; 250,000
shares authorized; 23,430 issued
and outstanding at June 30, 199 234 234
Class B: $0.01 par value; 107,374
shares authorized; 107,374 issued
and outstanding at June 30, 199 1,074 1,074
Additional paid-in capital 592,842 591,885
Retained earnings (deficit) 101,699 (23,552)
Total stockholders' equity 695,849 569,641
$1,415,915 $1,287,083
(/TABLE)
The accompanying notes are an integral part of these financial statements.
(PAGE) 4
THE SABRE GROUP HOLDINGS, INC.
CONSOLIDATED STATEMENT OF INCOME
(Unaudited) (In thousands, except per share amounts)
(TABLE)
(CAPTION)
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
(S) (C) (C) (C) (C)
Revenues
Electronic Travel
Distribution $309,305 $279,443 $617,420 $574,982
Technology Solutions 138,073 131,002 269,588 263,307
Total revenues 447,378 410,445 887,008 838,289
Operating expenses
Cost of revenues
Electronic Travel
Distribution 208,013 189,311 404,978 374,103
Technology Solutions 106,097 102,936 205,521 198,580
Selling, general and
administrative 40,167 36,200 75,621 68,017
Total operating
expenses 354,277 328,447 686,120 640,700
Operating income 93,101 81,998 200,888 197,589
Other income (expense)
Interest income 7,014 3,277 13,167 5,619
Interest expense (5,743) (2,906) (11,040) (4,680)
Other - net 1,565 (1,732) 2,266 (3,338)
2,836 (1,361) 4,393 (2,399)
Income before provision for
income taxes 95,937 80,637 205,281 195,190
Provision for income
taxes 37,401 31,574 80,060 76,140
Net earnings $ 58,536 $ 49,063 $ 125,221 $ 119,050
Earnings per common share data
Pro forma earnings per
common share $ .38 $ .91
Earnings per common share $ .45 $ .96
Common and common equivalent
shares used in per share
calculations 130,791 130,604 130,782 130,604
(/TABLE)
The accompanying notes are an integral part of these financial
statements.
(PAGE) 5
THE SABRE GROUP HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 1997
(Unaudited) (In thousands)
(TABLE)
Class Class
A B Additional Retained
Common Common Paid-in (Deficit)
Stock Stock Capital Earnings
(S) (C) (C) (C) (C)
Balance at December 31, 1996 $ 234 $ 1,074 $591,885 $ (23,552)
Net earnings --- --- --- 125,221
Issuance of Class A Common
Stock pursuant to stock option,
restricted stock incentive, and
stock purchase plans --- --- 957 ---
Unrealized gain on investments,
net of deferred taxes --- --- --- 30
Balance at June 30, 1997 $ 234 $1,074 $592,84 $101,699
(/TABLE)
The accompanying notes are an integral part of these financial
statements.
(PAGE) 6
THE SABRE GROUP HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (In thousands)
(TABLE)
(CAPTION)
Six Months Ended June 30,
1997 1996
(S) (C) (C)
Operating Activities
Net earnings $125,221 $119,050
Adjustments to reconcile net earnings to cash
provided by operating activities
Depreciation and amortization 89,164 87,782
Deferred income taxes 7,567 (15,245)
Other (1,689) 3,474
Changes in operating assets and liabilities
Accounts receivable (36,102) (70,725)
Prepaid expenses (845) (6,222)
Other assets 3,689 11,686
Accrued compensation and related benefits 1,675 8,276
Accounts payable and other accrued
liabilities 2,604 (1,105)
Payable to affiliates (4,762) ---
Postretirement benefits 10,117 2,666
Other liabilities (470) 3,595
Cash provided by operating activities 196,169 143,232
Investing Activities
Additions to property and equipment (121,121) (80,284)
Net increase in short-term investments (74,073) ---
Other investing activities, net (13,869) (2,230)
Proceeds from sale of equipment 2,436 31,510
Cash used for investing activities (206,627) (51,004)
Financing Activities
Proceeds from issuance of common stock 287 ---
Proceeds from exercise of stock options 387 ---
Cash provided by financing activities 674 ---
Increase (decrease) in cash and cash
equivalents (9,784) 92,228
Cash and cash equivalents at beginning of the
period 15,992 94,861
Cash and cash equivalents at end of the
period $6,208 $187,089
Supplemental cash flow information
Cash payments to affiliates for income
taxes $72,051 $90,396
Cash payments to affiliates for interest $12,161 $ ---
(/TABLE)
The accompanying notes are an integral part of these financial
statements.
(PAGE) 7
THE SABRE GROUP HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. General Information
The SABRE Group Holdings, Inc. is a holding company. Its sole
direct subsidiary is The SABRE Group, Inc., which, pursuant to the
Reorganization (as defined below), is the successor to the
businesses of The SABRE Group which were previously operated as
subsidiaries or divisions of American Airlines, Inc. ("American")
or AMR Corporation ("AMR"). The SABRE Group was formed by AMR to
capitalize on synergies of combining AMR's information technology
businesses under common management. Unless otherwise indicated,
references herein to the "Company" include The SABRE Group
Holdings, Inc. and its consolidated subsidiaries and, for the
period prior to the Reorganization, the businesses of American and
AMR constituting The SABRE Group, an operating unit of AMR.
On July 2, 1996, AMR reorganized the businesses of The SABRE Group
(the "Reorganization"). As part of the Reorganization, the Company
was incorporated as a Delaware corporation and a direct wholly-
owned subsidiary of American, the businesses of The SABRE Group
formerly operated as divisions and subsidiaries of American or AMR
were combined under the Company and the Company and its
subsidiaries were dividended by American to AMR.
In connection with the Reorganization on July 2, 1996, the Company
issued 1,000 shares of common stock, par value $.01 per share, to
American which shares were subsequently dividended to AMR. The
Company completed its initial public offering (the "Offering") of
23,230,000 shares of Class A Common Stock, par value $.01 per share
on October 17, 1996. The offering price of $27.00 per share
resulted in net proceeds to the Company of approximately $589
million, after deducting underwriting discounts and commissions and
other expenses payable by the Company. The Company used
approximately $532 million of the net proceeds to repay a portion
of the debenture payable to AMR.
Concurrent with the Offering, the 1,000 shares of Common Stock held
by AMR were reclassified into 107,374,000 shares of Class B Common
Stock of the Company.
2. Summary of Significant Accounting Policies
Basis of Presentation - The accompanying unaudited condensed
consolidated financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10
of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, these financial statements contain all adjustments,
consisting of normal recurring accruals, necessary to present
fairly the financial position, results of operations and cash flows
for the periods indicated. The preparation of financial statements
in accordance with generally accepted accounting principles
requires management to make estimates and assumptions that affect
the amounts reported in the financial statements and accompanying
notes. Actual results may differ from these estimates. The
Company's quarterly financial data should be read in conjunction
with the consolidated financial statements of the Company for the
year ended December 31, 1996 (including the notes thereto), set
forth in The SABRE Group Holdings, Inc. Annual Report on Form 10-K.
(PAGE) 8
THE SABRE GROUP HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Earnings Per Common Share - The pro forma earnings per share data
is calculated as though the 23,230,000 shares of Class A Common
Stock issued in connection with the Offering and the
reclassification of shares held by AMR into 107,374,000 shares of
Class B Common Stock were outstanding for the three and six months
ended June 30, 1996. The earnings per common share data for the
three and six months ended June 30, 1997 is calculated based on the
weighted average shares outstanding for the period. The dilutive
impact of common share equivalents related to stock awards and
options outstanding under the Company's Long-term Incentive Plans
was not significant for the periods presented.
Reclassifications - Certain 1996 amounts have been reclassified to
conform to the current presentation.
3. Interest on Debenture
The Debenture payable to AMR is a floating rate subordinated
debenture due September 30, 2004 with a principal balance of
$317,873,000 (the "Debenture"). The interest rate on the Debenture
is based on the sum of the London Interbank Offered Rate (LIBOR
rate) plus a margin determined based upon the Company's senior
unsecured long-term debt rating or, if such debt rating is not
available, upon the Company's ratio of net debt to total capital.
The interest rate is determined monthly and accrued interest is
payable each September 30 and March 31. The average interest rate
for the six months ended June 30, 1997 was 6.18%. The Company may
prepay the principal balance in whole or in part at any interest
payment date.
4. Employee Benefits
Effective January 1, 1997, the Company established The SABRE Group
Retirement Plan (the "SGRP"), a defined contribution plan qualified
under Section 401(k) of the Internal Revenue Code of 1986 (the
"Code"). Upon establishment, substantially all Company employees
under the age of 40 began participating in the SGRP.
The Company contributes 2.75% of each participating employee's base
pay to the SGRP. The employees vest in the Company's contributions
after three years of service, including any prior service with AMR
affiliates. In addition, the Company matches 50 cents of each
dollar contributed by participating employees, limited to the first
6% of the employee's base pay contribution, subject to IRS
limitations. Employees are immediately vested in their own
contributions and the Company's matching contributions.
The obligation for benefits previously earned by these employees
under American's defined benefit retirement plan (the "American Plan")
will become the responsibility of the Legacy Pension Plan (the "LPP"),
a defined benefit plan sponsored by the Company which offers benefits
substantially similar to those offered by the American Plan. These
benefits will be based on the accredited years of service earned as of
December 31, 1996. However, these employees will continue to earn
years of service for purposes of determining vesting and early
retirement eligibility under the LPP based on future service to the
Company. Additionally, future increases in compensation levels will
be considered in the calculation of retirement benefits to be paid
from the LPP to these employees upon their retirement.
Employees age 40 or over as of December 31, 1996, and who were
previously participants in the American Plan, were given the option
of participating in the SGRP or the LPP. Benefits provided by the
LPP to retirees of the Company are based on years of service and the
employee's base pay for the highest consecutive five years of the
ten years preceding retirement. The obligation for benefits
previously earned by these employees under the American Plan will
become the responsibility of the LPP.
The current intent of AMR is to spin off the portion of the
American Plan applicable to employees of the Company to the LPP.
At the date of spin-off, the unrecognized net obligation
attributable to the Company's employees participating in the
American Plan, estimated to be a liability of approximately $20
million at June 30, 1997, will be charged to stockholders' equity,
net of deferred taxes of approximately $8 million.
(PAGE) 9
THE SABRE GROUP HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Approximately 1,000 of the employees of the Company meeting
specified criteria have elected to remain in the American Plan for
service through December 31, 1996 and are in the LPP for service
and increases in compensation levels subsequent to that date. The
obligation for benefits earned by these employees as of December
31, 1996 under the American Plan will remain with the American
Plan.
5. Stock Purchase Plan
Effective January 1, 1997, the Company established The SABRE Group
Holdings, Inc. Employee Stock Purchase Plan (the "ESPP"). The ESPP
allows eligible employees to purchase Class A Common Stock on a
monthly basis at the lower of 85% of the market price at the
beginning or end of each monthly offering period. The ESPP allows
each employee to acquire Class A Common Stock with an aggregate
maximum purchase price equal to either 1% or 2% of that employee's
annual base pay, subject to limitations under the Code. As of
January 1, 1997, 1,000,000 shares of Class A Common Stock were
reserved for issuance under the ESPP.
6. Financial Instruments and Risk Management
To reduce its exposure to future exchange rate fluctuations, the
Company entered into an agreement that allows American to purchase
currency put options on the Company's benefit. Under the terms of
this agreement, the Company receives any financial benefit from the
options and reimburses and indemnifies American from all resulting
obligations. The Company does not hold or issue derivative
financial instruments for trading purposes. The put option
agreements entered into are designated as hedges of probable
monthly cash flows through December, 1997, which otherwise would
expose the Company to foreign currency risk. At June 30, 1997, the
notional amount related to these options totaled approximately
$48.7 million and the fair value, representing the amount the
Company would receive to terminate the agreements, totaled
approximately $1,000,000.
Gains on the options are recognized as a component of Electronic
Travel Distribution revenue in the same period as the hedged
transactions. The amount of any gain recognized on these contracts
through June 30, 1997 was immaterial. Premiums paid on the option
agreements are included in other current assets and are amortized
over the term of the option. The unamortized premium balance at
June 30, 1997 was $819,000.
The Company is exposed to credit risk in the event of
nonperformance by the counterparty; however, the Company does not
anticipate nonperformance based on the counterparty's current
credit standing.
(PAGE) 10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
THE SABRE GROUP HOLDINGS, INC.
RESULTS OF OPERATIONS
Summary The Company generates its revenue from providing electronic
travel distribution services and technology solutions services.
During the six months ended June 30, 1997, the Company generated
approximately 69.6% of its revenue from electronic travel
distribution services and approximately 30.4% of its revenue from
technology solution services. The following table sets forth
revenues by affiliation and geographic location as a percent of total
revenues:
(TABLE)
(CAPTION)
Three months ended Six months ended
June 30, June 30,
1997 1996 1997 1996
(S) (C) (C) (C) (C)
Affiliation:
Non-affiliated
Customers 70.8% 70.3% 70.4% 68.8%
Affiliated
Customers 29.2 29.7 29.6 31.2
Total 100.0% 100.0% 100.0% 100.0%
Geographical:
United States 80.5% 82.9% 81.2% 82.8%
International 19.5 17.1 18.8 17.2
Total 100.0% 100.0% 100.0% 100.0%
(/TABLE)
The Company's operating income as a percentage of revenue was 22.7%
and 23.6% for the six months ended June 30, 1997 as compared to 1996.
Gross margins for electronic travel distribution services and
technology solution services were 34.4% and 23.8%, respectively, for
the six months ended June 30, 1997, and 34.9% and 24.6%,
respectively, for the six months ended June 30, 1996.
For the Three Months Ended June 30, 1997 and 1996
Electronic Travel Distribution. Electronic travel distribution
revenues for the three months ended June 30, 1997 increased
approximately $30 million, 10.7%, compared to the three months ended
June 30, 1996, from $279 million to $309 million. The increase was
primarily due to growth in booking fees from associates from $258
million to $281 million. This growth was driven by an increase in
booking volumes, primarily in Europe and Latin America, and an overall
increase in the price per booking charged to associates. The
remaining increase is partially due to an adjustment to revenues
recorded in the second quarter of 1996 under the terms of the
Marketing Cooperation Agreement with American.
Cost of revenues for electronic travel distribution increased
approximately $19 million, 10.1%, from $189 million to $208 million.
This increase was primarily attributable to an increase in subscriber
incentive expenses, salaries, benefits and employee related costs, and
depreciation and amortization. Subscriber incentive expenses
increased in order to maintain and grow the Company's travel agency
subscriber base. Salaries, benefits and employee related costs
increased due to an increase in the average number of employees
necessary to support the Company's revenue growth and to annual salary
increases. Employee related costs also increased due to increased
travel expenses. Depreciation and amortization expense increased due
to growth in the subscriber equipment base and internally developed
software.
Technology Solutions. Revenues from technology solution services for
the three months ended June 30, 1997 increased approximately $7
million, 5.3%, compared to the three months ended June 30, 1996, from
$131 million to $138 million. Revenues from unaffiliated customers
increased approximately $6 million due to an increase in software
development and consulting and software license fee revenues.
Revenues from AMR increased $1 million due to an increase in software
development revenues and data processing volume increases, offset by a
decrease in data network revenues from the sale, in July 1996, of
certain data network equipment to a third party.
(PAGE) 11
THE SABRE GROUP HOLDINGS, INC.
RESULTS OF OPERATIONS (Continued)
Cost of revenues for technology solution services increased
approximately $3 million, 2.9%, from $103 million to $106 million.
This increase was primarily attributable to an increase in salaries,
benefits and employee related costs offset by a decrease in
depreciation and amortization. Salaries, benefits and employee
related costs increased due to an increase in the average number of
employees necessary to support the Company's business growth and
annual salary increases. Employee related costs also increased due to
increased travel expenses. The decrease in depreciation and
amortization expense is primarily due to the benefits of price and
performance improvements for data center equipment and the sale, in
July 1996, of certain data network equipment with net book value of
approximately $25 million to a third party.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $4 million, 11.1%, from $36 million
to $40 million primarily due to an increase in salaries, benefits and
employee related costs as a result of sales growth initiatives for
both the electronic travel distribution and the technology solutions
lines of business. Employee related costs also increased due to
increased travel expenses.
Operating Income. Operating income increased $12 million, 14.8%, from
$81 million to $93 million. Operating margins increased from 20.0% in
1996 to 20.8% in 1997 due to an increase in revenues of 9.0% while
operating expenses increased 7.9%.
Interest Income. Interest income increased $4 million due to higher
balances maintained in the Company's short-term investment accounts.
Interest Expense. Interest expense increased $3 million due to
interest expense incurred on the Debenture issued to American in July
1996.
Other Income. Other income increased $3 million primarily due to
growth in income from joint ventures in which the Company owns an
interest accounted for under the equity method.
Income Taxes. The provision for income taxes was $38 million and $31
million for the three months ended June 30, 1997 and 1996,
respectively. The increase in the provision for income taxes
corresponds with the increase in net income before the provision for
income taxes.
Net Earnings. Net earnings increased $9 million, 18.4%, from $49
million to $58 million, primarily due to the increase in operating
income.
For the Six Months Ended June 30, 1997 and 1996
Electronic Travel Distribution. Electronic travel distribution
revenues for the six months ended June 30, 1997 increased
approximately $42 million, 7.3%, compared to the six months ended June
30, 1996, from $575 million to $617 million. The increase was
primarily due to growth in booking fees from associates from $526
million to $564 million. This growth was driven by an increase in
booking volumes, primarily in Europe and Latin America, and an overall
increase in the price per booking charged to associates.
Cost of revenues for electronic travel distribution increased
approximately $31 million, 8.3%, from $374 million to $405 million.
This increase was primarily attributable to an increase in salaries,
benefits and employee related costs, subscriber incentive expenses and
depreciation and amortization. Salaries, benefits and employee
related costs increased due to an increase in the average number of
employees necessary to support the Company's revenue growth and annual
salary increases. Employee related costs also increased due to
increased travel expenses. Subscriber incentive expenses increased in
order to maintain and grow the Company's travel agency subscriber
base. Depreciation and amortization expense increased due to growth
in the subscriber equipment base and internally developed software.
(PAGE) 12
THE SABRE GROUP HOLDINGS, INC.
RESULTS OF OPERATIONS (Continued)
Technology Solutions. Revenues from technology solution services for
the six months ended June 30, 1997 increased approximately $7 million,
2.7%, compared to the six months ended June 30, 1996, from $263
million to $270 million. Revenues from unaffiliated customers
increased approximately $8 million due to an increase in software
development and consulting and software license fee revenues, offset
by a decrease in revenues from AMR of $1 million due to a decrease in
data network revenues from the sale, in July 1996, of certain data
network equipment to a third party, offset by an increase in software
development revenue and data processing volume increases.
Cost of revenues for technology solution services increased
approximately $6 million, 3.0%, from $199 million to $205 million.
This increase was primarily attributable to an increase in salaries,
benefits and employee related costs and other operating expenses
offset by a decrease in depreciation and amortization. Salaries,
benefits and employee related costs increased due to an increase in
the average number of employees necessary to support the Company's
business growth and annual salary increases. Employee related costs
also increased due to increased travel expenses. The increase in
other operating expenses is primarily due to an increase in the total
amount of reserves for disputes of billed amounts. The decrease in
depreciation and amortization expense is primarily due to the benefits
of price and performance improvements for data center equipment and
the sale, in July 1996, of certain data network equipment with net
book value of approximately $25 million to a third party.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $8 million, 11.8%, from $68 million
to $76 million primarily due to an increase in salaries, benefits and
employee related costs as a result of sales growth initiatives for
both the electronic travel distribution and the technology solutions
lines of business. Employee related costs also increased due to
increased travel expenses.
Operating Income. Operating income increased $4 million, 2.0%, from
$197 million to $201 million. Operating margins decreased from 23.6%
in 1996 to 22.7% in 1997 due to an increase in revenues of 5.8% while
operating expenses increased 7.0%.
Interest Income. Interest income increased $7 million due to higher
balances maintained in the Company's short-term investment accounts.
Interest Expense. Interest expense increased $6 million due to
interest expense incurred on the Debenture issued to American in July
1996.
Other Income. Other income increased $5 million primarily due to
growth in income from joint ventures in which the Company owns an
interest accounted for under the equity method.
Income Taxes. The provision for income taxes was $80 million and $76
million for the six months ended June 30, 1997 and 1996, respectively.
The increase in the provision for income taxes corresponds with the
increase in net income before the provision for income taxes.
Net Earnings. Net earnings increased $6 million, 5.0%, from $119
million to $125 million, primarily due to the increase in operating
and other income.
(PAGE) 13
THE SABRE GROUP HOLDINGS, INC.
LIQUIDITY AND CAPITAL RESOURCES
The Company had substantial liquidity at June 30, 1997, with
approximately $507 million in cash and short-term investments and $508
million in working capital. At December 31, 1996, cash and short-term
investments and working capital were $443 million and $405 million,
respectively. Prior to July 2, 1996, the Company's cash and cash
equivalents were held for the Company by American. Cash and cash
equivalents were immediately charged or credited to the Company upon
recording certain transactions, including transactions with American
for airline booking fees and purchases of goods and services.
Effective with the Reorganization on July 2, 1996, the Company began
maintaining a separate cash management system and cash and investment
accounts separate from American. Transactions with American no longer
result in the recording of cash equivalents, but are settled through
intercompany billings, with payment due in 30 days. American performs
cash management services for the Company under the Management Services
Agreement. The Company invests the cash in short-term marketable
securities, consisting primarily of certificates of deposit, bankers'
acceptances, commercial paper, corporate notes and government notes.
The Company has funded its operations through cash generated from
operations. The Company's cash provided by operating activities of
$196 million for the six months ended June 30, 1997 and $143 million
for the six months ended June 30, 1996 was primarily attributable to
net earnings before noncash charges.
Capital investment principally has been related to purchases of
service contract equipment to be provided to subscribers of SABRE,
purchases of computer equipment to be used in the data processing
center and building and leasehold improvements and furniture and
fixtures for building refurbishments in process. Capital expenditures
for the six months ended June 30, 1997 and 1996 were $121 million and
$80 million, respectively.
The Company expects that the principal use of funds in the
foreseeable future will be for capital expenditures, software product
development, acquisitions and working capital. Capital expenditures
will consist of purchases of equipment for the data center, as well
as computer equipment, printers, fileservers and workstations to
support (i) updating subscriber equipment primarily for travel
agencies, (ii) expansion of the subscriber base and (iii) new product
capital requirements. The Company has estimated capital expenditures
of approximately $240 million to $280 million for 1997. The Company
believes available balances of cash and short-term investments
combined with cash flows from operations will be sufficient to meet
the Company's capital requirements.
The Company currently intends to retain its earnings to finance
future growth and, therefore, does not anticipate paying any cash
dividends on its common stock in the foreseeable future. Any
determination as to the payment of dividends will depend upon the
future results of operations, capital requirements and financial
condition of the Company and its subsidiaries and such other factors
as the Board of Directors of the Company may consider, including any
contractual or statutory restrictions on the Company's ability to pay
dividends.
Pro forma Results of Operations
The discussion of pro forma results of operations is based on the pro
forma condensed consolidated financial information presented in Part
II: Other Information, Item 5. Other Information. The statement of
income assumes the Reorganization and Offering were consummated on
January 1, 1996.
(PAGE) 14
THE SABRE GROUP HOLDINGS, INC.
PRO FORMA RESULTS OF OPERATIONS (Continued)
Three Months Ended June 30, 1997 Compared to Pro Forma Three Months
Ended June 30, 1996
Electronic Travel Distribution. Electronic travel distribution actual
revenues for the three months ended June 30, 1997 increased
approximately $26 million, 9.2%, compared to pro forma for the three
months ended June 30, 1996, from $283 million to $309 million. The
increase was primarily due to growth in booking fees from associates
from $258 million to $281 million. This growth was driven by an
increase in booking volumes, primarily in Europe and Latin America,
and an overall increase in the price per booking charged to
associates.
Actual cost of revenues for electronic travel distribution for the
three months ended June 30, 1997 increased approximately $20 million,
10.6%, compared to pro forma for the three months ended June 30, 1997,
from $188 million to $208 million. This increase was primarily
attributable to an increase in subscriber incentive expenses,
salaries, benefits and employee related costs, and depreciation and
amortization. Subscriber incentive expenses increased in order to
maintain and grow the Company's travel agency subscriber base.
Salaries, benefits and employee related costs increased due to an
increase in the average number of employees necessary to support the
Company's revenue growth and annual salary increases. Depreciation
and amortization expense increased due to growth in the subscriber
equipment base and internally developed software.
Technology Solutions. Actual revenues from technology solution
services for the three months ended June 30, 1997 increased
approximately $10 million, 7.8%, compared to pro forma for the three
months ended June 30, 1996, from $128 million to $138 million.
Revenues from unaffiliated customers increased approximately $6
million due to an increase in consulting and software license fee
revenues. Revenues from AMR increased $4 million due to an increase
in software development revenues and data processing volume increases.
Actual cost of revenues for technology solution services for the three
months ended June 30, 1997 increased approximately $7 million, 7.1%,
compared to pro forma for the three months ended June 30, 1997, from
$99 million to $106 million. This increase was primarily attributable
to an increase in salaries, benefits and employee related costs, and
communication expenses, offset by a decrease in depreciation and
amortization expense. Salaries, benefits and employee related costs
increased due to an increase in the average number of employees
necessary to support the Company's business growth and annual salary
increases. The increase in communication expense is primarily due to
the lease of the domestic data network from a third party. This data
network was owned by the Company through July 1996. The decrease in
depreciation and amortization expense is primarily due to the benefits
of price and performance improvements for data center equipment and
the sale, in July 1996, of certain data network equipment during 1996
with a net book value of approximately $25 million to a third party.
Selling, General and Administrative Expenses. Actual selling, general
and administrative expenses increased $4 million, 11.1%, compared to
pro forma, from $36 million to $40 million primarily due to an
increase in salaries, benefits and employee related costs as a result
of sales growth initiatives for both the electronic travel
distribution and the technology solutions lines of business.
Operating Income. Actual operating income increased $6 million, 6.9%,
compared to pro forma, from $87 million to $93 million. Pro forma
operating margin in 1996 was 21.3% compared to actual operating margin
of 20.8% in 1997 due to an increase in revenues of 8.8% while
operating expenses increased 9.3%.
Interest Income. Actual interest income increased $4 million,
compared to pro forma, due to higher balances maintained in the
Company's short-term investment accounts.
Interest Expense. Actual interest expense decreased $2 million,
compared to pro forma, due to a decrease in the interest rate on the
Debenture.
Other Income. Actual other income increased $3 million, compared to
pro forma, due to growth in income from joint ventures in which the
Company owns an interest accounted for under the equity method.
(PAGE) 15
THE SABRE GROUP HOLDINGS, INC.
PRO FORMA RESULTS OF OPERATIONS (Continued)
Income Taxes. The actual provision for income taxes was $38 million
and the pro forma provision for income taxes was $33 million for the
three months ended June 30, 1997 and 1996, respectively. The increase
in the provision for income taxes corresponds with the increase in net
income before the provision for income taxes.
Net Earnings. Actual net earnings increased $9 million, 18.4%,
compared to pro forma, from $49 million to $58 million, primarily due
to the increase in operating income.
Six Months Ended June 30, 1997 Compared to Pro Forma Six Months Ended
June 30, 1996
Electronic Travel Distribution. Electronic travel distribution actual
revenues for the six months ended June 30, 1997 increased
approximately $42 million, 7.3%, compared to pro forma for the six
months ended June 30, 1996, from $575 million to $617 million. The
increase was primarily due to growth in booking fees from associates
from $526 million to $564 million. This growth was driven by an
increase in booking volumes, primarily in Europe and Latin America,
and an overall increase in the price per booking charged to
associates.
Actual cost of revenues for electronic travel distribution for the six
months ended June 30, 1997 increased approximately $30 million, 8.0%,
compared to pro forma for the six months ended June 30, 1997, from
$375 million to $405 million. This increase was primarily
attributable to an increase in subscriber incentive expenses,
salaries, benefits and employee related costs, and depreciation and
amortization. Subscriber incentive expenses increased in order to
maintain and grow the Company's travel agency subscriber base.
Salaries, benefits and employee related costs increased due to an
increase in the average number of employees necessary to support the
Company's revenue growth and annual salary increases. Depreciation
and amortization expense increased due to growth in the subscriber
equipment base and increased amortization of internally developed
software.
Technology Solutions. Actual revenues from technology solution
services for the six months ended June 30, 1997 increased
approximately $13 million, 5.1%, compared to pro forma for the six
months ended June 30, 1996, from $257 million to $270 million.
Revenues from unaffiliated customers increased approximately $8
million due to an increase in consulting and software license fee
revenues. Revenues from AMR increased $5 million due to an increase
in software development revenues and data processing volume increases.
Actual cost of revenues for technology solution services increased for
the six months ended June 30, 1997 approximately $13 million, 6.8%,
compared to pro forma for the six months ended June 30, 1997, from
$192 million to $205 million. This increase was primarily
attributable to an increase in salaries, benefits and employee related
costs, communication expenses and other operating expenses, offset by
a decrease in depreciation and amortization expense. Salaries,
benefits and employee related costs increased due to an increase in
the average number of employees necessary to support the Company's
business growth and annual salary increases. The increase in
communication expense is primarily due to the lease of the domestic
data network from a third party. This data network was owned by the
Company through July 1996. The increase in other operating expenses
is primarily due to an increase in the total amount of reserves for
disputes of billed amounts. The decrease in depreciation and
amortization expense is primarily due to the benefits of price and
performance improvements for data center equipment and the sale, in
July 1996, of certain data network equipment during 1996 with a net
book value of approximately $25 million to a third party.
Selling, General and Administrative Expenses. Actual selling, general
and administrative expenses increased $8 million, 11.8%, compared to
pro forma, from $68 million to $76 million primarily due to an
increase in salaries, benefits and employee related costs as a result
of sales growth initiatives for both the electronic travel
distribution and the technology solutions lines of business.
Operating Income. Actual operating income increased $4 million, 2.0%,
compared to pro forma, from $197 million to $201 million. Pro forma
operating margin in 1996 was 23.7% compared to actual operating margin
of 22.7% in 1997 due to an increase in revenues of 6.6% while
operating expenses increased 8.0%.
Interest Income. Actual interest income increased $7 million,
compared to pro forma, due to higher balances maintained in the
Company's short-term investment accounts.
(PAGE) 16
THE SABRE GROUP HOLDINGS, INC.
PRO FORMA RESULTS OF OPERATIONS (Continued)
Interest Expense. Actual interest expense decreased $3 million,
compared to pro forma, due to a decrease in the interest rate on the
Debenture.
Other Income. Actual other income increased $5 million, compared to
pro forma, due to growth in income from joint ventures in which the
Company owns an interest accounted for under the equity method.
Income Taxes. The actual provision for income taxes was $80 million
and the pro forma provision for income taxes was $73 million for the
six months ended June 30, 1997 and 1996, respectively. The increase
in the provision for income taxes corresponds with the increase in net
income before the provision for income taxes.
Net Earnings. Actual net earnings increased $12 million, 10.6%,
compared to pro forma, from $113 million to $125 million, primarily
due to the increase in operating and other income.
(PAGE) 17
THE SABRE GROUP HOLDINGS, INC.
CAUTIONARY STATEMENT
Statements in this report which are not purely historical facts,
including statements regarding the Company's 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. All forward looking
statements in this report are based upon information available to the
Company on the date of this report. 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. Readers are cautioned not to place undue reliance on
these forward looking statements.
Risks associated with the Company's forward looking statements
include, but are not limited to: risks related to the Company's
relationships with American and its affiliates, including risks that
American may terminate any of the agreements with the Company, or fail
or otherwise become unable to fulfill its principal obligations
thereunder, or determine not to renew certain of the agreements; risks
associated with competition, and technological innovation by
competitors, which could require the Company to reduce prices, to
change billing practices, to increase spending or marketing or product
development or otherwise to take actions that might adversely affect
its operations or earnings; risks related to seasonality of the travel
industry and booking revenues; risks of the Company's sensitivity to
general economic conditions and events that affect airline travel and
the airlines that participate in the SABRE system; risks of a natural
disaster or other calamity that may cause significant damage to the
Company's data center facility; risks associated with the Company's
international operations, such as currency fluctuations, governmental
approvals, tariffs and trade barriers; risks of new or different legal
and regulatory requirements; and risks associated with the Company's
growth strategy, including investments in emerging markets and the
ability to successfully conclude alliances.
(PAGE) 18
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
In connection with the Reorganization, the Company is the successor in
interest to American in the following two civil proceedings concerning
disputed booking fees.
In 1995, America West Airlines, Inc. ("America West") began
withholding SABRE booking fees that it claims were assessed in
contravention of America West's SABRE participation agreement.
American and SABRE Associates, Inc. filed a lawsuit against America
West in the District Court of Tarrant County, Texas, 153rd Judicial
District, to recover the unpaid booking fees from America West. On
April 10, 1997, the District Court of Tarrant County, Texas, granted
the Company's motion of summary judgment as to the proper
interpretation of the contract, upholding the Company's position. On
April 21, 1997, America West paid the Company $2.9 million in past due
booking fees, with a stipulation that preserves its rights in the
lawsuit. America West has also filed counter-claims against the
Company claiming breach of contract and negligent misrepresentations.
The Company has filed for summary judgment on these claims as well.
In June 1996, American Trans Air, Inc., ("ATA") filed a lawsuit
against American in the U.S. District Court for the Southern District
of Indiana, Indianapolis Division, seeking a refund of over $400,000
in SABRE booking fees on similar grounds to Amercia West's claims.
In addition, since June 1996 ATA has withheld payment of more than
$300,000 in SABRE booking fees. The Company filed a motion for summary
judgment in the ATA lawsuit which is similar to the one granted in the
America West lawsuit. ATA has filed a cross-motion for summary judgment
similar to the one filed by America West claiming its interpretation of the
contract is the correct one.
If either ATA or America West were to prevail on their claims, other
associates might make similar claims. Nevertheless, the Company
believes that the booking fees are properly charged pursuant to its
contracts and that the claims of ATA and American West can be
successfully defended or resolved without a material adverse effect on
the Company's financial position or results of operations.
(PAGE) 19
Item 4. Submission of Matters to a Vote of Security Holders
The owners of 21,014,919 shares of Class A Common Stock and
107,374,000 shares of Class B Common Stock, representing 99.78% of the
voting power of all of the Registrant's shares issued and outstanding
at March 24, 1997, were represented at the annual meeting of
stockholders on May 21, 1997 at The Omni Hotel Park West at 1590 LBJ
Freeway, Dallas, Texas 75234. Each share of Class A Common Stock was
entitled to one vote and each share of Class B Common Stock was
entitled to ten votes at the annual meeting.
Elected directors of the Company for a three-year term, each receiving
a minimum of 1,094,674,860 votes were:
Edward A. Brennan, Dee J. Kelly, and Anne H. McNamara.
Stockholders ratified the appointment of Ernst & Young LLP as
independent auditors for the Company for 1997. The vote was
1,094,534,150 in favor; 184,066 against; and 36,703 abstaining.
Stockholders ratified a proposal approving the Employee Stock Purchase
Plan. The vote was 1,094,168,658 in favor; 227,151 against; and
359,110 abstaining.
(PAGE) 20
Item 5. Other Information
THE SABRE GROUP HOLDINGS, INC.
PRO FORMA STATEMENT OF INCOME DATA
(Unaudited) (In thousands, except per share amounts)
The pro forma statement of income data for the three and six months
ended June 30, 1996 in the table below is based upon the historical
financial statements of the Company and assumes the Reorganization and
the Offering were consummated on January 1, 1996. The pro forma
information for the three and six months ended June 30, 1996 is
presented for illustrative purposes only and is not necessarily
indicative of the operating results that would have occurred if such
transactions had been consummated on January 1, 1996, nor is it
necessarily indicative of future results of operations.
The pro forma statement of income data for the three and six months
ended June 30, 1996 should be read in conjunction with the
Consolidated Financial Statements and related notes thereto of the
Company included elsewhere herein. Pro forma adjustments include the
impact of the Information Technology Services Agreement and the
Debenture Payable to AMR as well as other adjustments associated with
the Reorganization and the Offering. Amounts shown below are in
thousands, with the exception of per share amounts.
(TABLE)
(CAPTION)
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
Actual Pro Actual Pro
Forma Forma
(S) (C) (C) (C) (C)
Revenues
Electronic travel
distribution $309,305 $283,444 $617,420 $574,982
Technology solutions 138,073 127,976 269,588 257,209
Total operating
revenues 447,378 411,420 887,008 832,191
Operating expenses
Cost of revenues
Electronic travel
distribution 208,013 188,601 404,978 375,378
Technology solutions 106,097 99,194 205,521 191,615
Selling, general and
administrative 40,167 36,104 75,621 68,062
Total operating
expenses 354,277 323,899 686,120 635,055
Operating incom 93,101 87,521 200,888 197,136
Other income (expense)
Interest income 7,014 3,277 13,167 5,619
Interest expense (5,743) (7,396) (11,040) (13,627)
Other - net 1,565 (1,732) 2,266 (3,338)
2,836 (5,851) 4,393 (11,346)
Income before provision
for income taxes 95,937 81,670 205,281 185,790
Provision for income
taxes 37,401 31,977 80,060 72,474
Net earnings $ 58,536 $ 49,693 $ 125,221 $ 113,316
Pro forma earnings per
common share data:
Pro forma earnings per
common share $ .38 $ .87
Earnings per common
share $ .45 $ .96
Common and common
equivalent shares used
in per share
calculations 130,791 130,604 130,782 130,604
(/TABLE)
(PAGE) 21
Item 6. Exhibits and Reports on Form 8-K
The following exhibits are included herein:
The Company did not file any reports on Form 8-K during the three
months ended June 30, 1997.
Exhibit Number Description of Exhibit
3.1 Restated Certificate of Incorporation of
Registrant. (1)
3.2 Restated Bylaws of Registrant. (1)
4.1 Registration Rights Agreement between
Registrant and AMR Corporation. (1)
4.2 Specimen Certificate representing Class A
Common Stock. (1)
10.1 Registration Rights Agreement between
Registrant and AMR Corporation (See Exhibit
4.1).
10.2 Intercompany Agreement, dated as of July 2,
1996, among Registrant, The SABRE Group,
Inc., TSGL Holding, Inc., TSGL-SCS, Inc.,
TSGL, Inc., SABRE International, Inc., SABRE
Servicios Columbia, LTDA and American
Airlines, Inc. (1)
10.3 Management Services Agreement, dated as of
July 1, 1996, between The SABRE Group, Inc.
and American Airlines, Inc. (1) (4)
10.4 Credit Agreement, dated as of July 1, 1996,
between Registrant, The SABRE Group, Inc.,
AMR Corporation and American Airlines, Inc.
(1)
10.5 $850,000,000 Subordinated Debenture, dated
July 2, 1996, executed by Registrant and
payable to AMR Corporation. (1)
10.6 Information Technology Services Agreement,
dated July 1, 1996, between The SABRE Group,
Inc. and American Airlines, Inc. (1) (4)
10.7 Non-competition Agreement, dated July 1,
1996, among Registrant, The SABRE Group,
Inc., AMR Corporation and American Airlines,
Inc. (1)
10.8 Marketing Cooperation Agreement dated as of
July 1, 1996, between The SABRE Group, Inc.
and American Airlines, Inc. (1) (4)
10.9 Tax Sharing Agreement, dated July 1, 1996,
between The SABRE Group, Inc. and American
Airlines, Inc. (1)
10.10 Travel Privileges Agreement, dated as of
July 1, 1996, between The SABRE Group, Inc.
and American Airlines, Inc. (1) (4)
10.11 Corporate Travel Agreement, dated July 25,
1996, between The SABRE Group, Inc. and
American Airlines, Inc. (1) (4)
10.12 Software Marketing Agreement, dated
September 10, 1996, among Registrant, The
SABRE Group, Inc. and AMR Corporation. (1)
(4)
10.13 Canadian Technical Services Subcontract,
dated as of July 1, 1996, between The SABRE
Group, Inc. and American Airlines, Inc. (1)
(4)
10.14 Form of Participating Carrier Agreement
between The SABRE Group, Inc. and American
Airlines, Inc. (1)
10.15 Investment Agreement, dated September 11,
1996, between The SABRE Group, Inc. and AMR
Investment Services, Inc. (1) (4)
10.16 Assignment and Amendment Agreement, dated as
of July 1, 1996, among The SABRE Group,
Inc., American Airlines, Inc. and the Dallas-
Fort Worth International Airport Board. (1)
10.17 American Airlines Special Facilities Lease
Agreement, dated October 1, 1972, between
American Airlines, Inc. and the Dallas-Fort
Worth Regional Airport Board, as amended by
Supplemental Agreements Nos. 1-5. (1)
10.18 Assignment Agreement, dated as of July 1,
1996, between The SABRE Group, Inc. and
American Airlines, Inc. (1)
10.19 Sublease, dated June 1, 1958, between
American Airlines, Inc. and the Trustees of
the Tulsa Municipal Airport Trust, as
amended by Amendments Nos. 1-12. (1)
10.20 Assignment Agreement, dated as of July 1,
1996, between The SABRE Group, Inc. and
American Airlines, Inc. (1)
10.21 Amended and Restated Sublease Agreement,
dated May, 1996, between American Airlines,
Inc. and the Tulsa Airports Improvement
Trust. (1)
10.22 Assignment Agreement, dated as of July 1,
1996, between The SABRE Group, Inc. and
American Airlines, Inc. (1)
10.23 Office Lease Agreement, dated as of January
19, 1996, between American Airlines, Inc.
and Maguire/Thomas Partners -
Westlake/Southlake Partnership. (1)
10.24 American Airlines, Inc. Supplemental
Executive Retirement Plan dated November 16,
1994. (2)
10.25 The SABRE Group Holdings, Inc. Long-Term
Incentive Plan. (1)
10.26 The SABRE Group Holdings, Inc. Directors
Stock Incentive Plan. (1)
10.27 Form of Executive Termination Benefits
Agreement. (1)
10.28 Employment Agreement, dated August 30, 1996,
between The SABRE Group, Inc. and Michael J.
Durham. (1)
10.29 Employment Agreement, dated September 7,
1995, between American Airlines, Inc. and
Thomas M. Cook. (1)
10.30 Employment Agreement, dated May 7, 1996,
between American Airlines, Inc. and Terrell
B. Jones. (1)
10.31 Letter Agreement, dated July 15, 1996,
between Registrant and Thomas M. Cook. (1)
10.32 Letter Agreement, dated July 15, 1996,
between Registrant and Terrell B. Jones. (1)
10.33 The SABRE Group Holdings, Inc. Employee
Stock Purchase Plan (3)
21.1 Subsidiaries of Registrant.
27.1 Financial Data Schedule.
(1) Incorporated by reference to exhibits 3.1 through 10.32 to the
Company's Registration Statement on Form S-1 (Registration No. 333-
09747).
(2) Incorporated by reference to Exhibit 10(mmm) to AMR's report on
Form 10-K for the year ended December 31, 1994, (File No. 1-8400).
(3) Incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-8 (Registration No. 333-18851).
(4) Confidential treatment has been granted for portions of this
agreement and the omitted information has been filed separately with
the Securities and Exchange Commission pursuant to an application for
confidential treatment.
(PAGE) 23
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
THE SABRE GROUP HOLDINGS, INC.
Date: August 13, 1997 BY: /s/ T. Patrick Kelly
T. Patrick Kelly
Senior Vice President, Chief Financial
Officer and Treasurer
(Principal Financial and Accounting
Officer)
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<PERIOD-START> JAN-01-1997
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(PAGE) 1
Exhibit 21.1
SUBSIDIARIES
THE SABRE GROUP HOLDINGS, INC.
THE SABRE GROUP HOLDINGS, INC. SUBSIDIARIES
(EACH SUBSIDIARY'S SUBSIDIARIES OUTLINED FURTHER BELOW)*
The SABRE Group, Inc. (Delaware)
THE SABRE GROUP, INC. SUBSIDIARIES
Axess International Network, Inc. (Japan) (25%)
ENCOMPASS Holding, Inc. (Delaware)
Prize Ltd. (Latvia) (50%)
SABRE Decision Technologies International, Inc.
(Delaware)
SABRE Decision Technologies Licensing, Inc. (Delaware)
SABRE International Holdings, Inc. (Delaware)
SABRE International, Inc. (Delaware)
SST Finance, Inc. (Delaware)
SST Holding, Inc. (Delaware)
TSGL, Inc. (Delaware)
Ticketnet Corporation (Canada)
SABRE Enterprises, Inc. (Delaware)
The SABRE Group Sales (Barbados), Ltd.
SABRE Technology Enterprises, Ltd. (Cayman Island)
ENCOMPASS HOLDING, INC. SUBSIDIARY*
ENCOMPASS (partnership) (50%)
SABRE DECISION TECHNOLOGIES INTERNATIONAL, INC. SUBSIDIARY*
SABRE Decision Technologies (Australia) Pty Ltd.
SABRE INTERNATIONAL, INC. SUBSIDIARIES*
SABRE Belgium (Belgium) (99%)
SABRE Computer-Reservierungssystem GmbH (Austria)
SABRE Danmark ApS (Denmark)
SABRE Deutschland Marketing GmbH (Germany)
SABRE Deutschland Services GmbH (Germany)
SABRE Espana Marketing, S.A. (Spain) (99%)
SABRE Europe Management Services Ltd. (UK) (99%)
SABRE France Sarl (France)
SABRE Hellas SA (Greece)
SABRE Ireland Limited (Ireland)
(PAGE) 2
SABRE INTERNATIONAL, INC. SUBSIDIARIES* - CONTINUED
SABRE Italia S.r.l. (Italy) (99%)
SABRE Marketing Nederland B.V. (The Netherlands)
SABRE Norge AS (Norway)
SABRE Portugal Servicos LDA (Portugal) (99%)
SABRE Servicios Colombia LTDA (Columbia) (99%)
SABRE Suomi Oy (Finland)
SABRE Sverige AB (Sweden)
SABRE UK Marketing Ltd. (UK) (99%)
STIN Luxembourg S.A. (Luxembourg) (99%)
SABRE INTERNATIONAL HOLDINGS, INC. SUBSIDIARIES*
SABRE Belgium (Belgium) (1%)
SABRE Espana Marketing, S.A. (Spain) (1%)
SABRE Europe Management Services Ltd. (UK) (1%)
SABRE Italia S.r.l. (Italy) (1%)
SABRE Portugal Servicos LDA (Portugal) (1%)
SABRE Servicios Colombia LTDA (Columbia) (1%)
SABRE UK Marketing Ltd. (UK) (1%)
STIN Luxembourg SA (Luxembourg) (1%)
SST HOLDING, INC. SUBSIDIARY*
SABRE Sociedad Tecnologica S.A. (Mexico) (51%)
SABRE SOCIEDAD TECNOLOGICA S.A. SUBSIDIARY*
SABRE Services Administration (Mexico)
SABRE TECHNOLOGY ENTERPRISES, LTD. SUBSIDIARY*
SABRE Technology Enterprises II, Ltd.
TSGL, INC. SUBSIDIARIES*
TSGL Holding, Inc. (Delaware)
TSGL-SCS, Inc. (Delaware)
TICKETNET CORPORATION SUBSIDIARY*
148548 Canada, Inc. (Canada)
* All subsidiaries are wholly-owned unless otherwise noted
in parenthesis
(/TEXT)
(/DOCUMENT)
(/SUBMISSION)
