<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 March 31, 1999.
[ ] 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)
<TABLE>
<S> <C>
Delaware 75-2662240
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
4255 Amon Carter Blvd.
Fort Worth, Texas 76155
(Address of principal (Zip Code)
executive offices)
</TABLE>
Registrant's telephone number, including area code (817) 963-6400
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 - 22,467,682 as of May 10, 1999
Class B Common Stock, $.01 par value - 107,374,000 as of May 10, 1999
<PAGE> 2
INDEX
THE SABRE GROUP HOLDINGS, INC.
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets -- March 31, 1999 and December 31, 1998
Consolidated Statements of Income -- Three months ended March 31,
1999 and 1998
Condensed Consolidated Statement of Stockholders' Equity -- Three
months ended March 31, 1999
Consolidated Statements of Cash Flows -- Three months ended March
31, 1999 and 1998
Notes to Consolidated Financial Statements
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 6. Exhibits and Reports on Form 8-K
SIGNATURE
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE SABRE GROUP HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
March December
31, 31,
1999 1998
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 5,134 $ 8,008
Short-term investments 282,937 529,735
Accounts receivable, net 390,208 337,703
Receivable from affiliates, net 339,510 21,609
Prepaid expenses 31,094 21,559
Deferred income taxes 26,362 25,790
Total current assets 1,075,245 944,404
PROPERTY AND EQUIPMENT
Buildings and leasehold improvements 329,999 329,497
Furniture, fixtures and equipment 42,873 40,286
Service contract equipment 551,525 550,951
Computer equipment 462,748 460,530
1,387,145 1,381,264
Less accumulated depreciation and
amortization (761,020) (737,488)
Total property and equipment 626,125 643,776
Investments in joint ventures 149,747 148,683
Other assets, net 189,201 189,954
TOTAL ASSETS $2,040,318 $1,926,817
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $139,765 $157,044
Accrued compensation and related benefits 59,759 93,708
Other accrued liabilities 260,230 150,058
Total current liabilities 459,754 400,810
Deferred income taxes 11,824 13,068
Pensions and other postretirement benefits 111,330 104,574
Other liabilities 92,340 136,749
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: $0.01 par value; 250,000
shares authorized; 23,732 and 23,706
shares issued, respectively 237 237
Class B: $0.01 par value; 107,374 shares
authorized; 107,374 shares issued and
outstanding 1,074 1,074
Additional paid-in capital 599,496 599,087
Retained earnings 488,043 395,800
Less treasury stock at cost; 1,202 and
1,240 shares, respectively (41,653) (42,455)
Total stockholders' equity 1,047,197 953,743
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,040,318 $1,926,817
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
THE SABRE GROUP HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) (In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 1998
<S> <C> <C>
REVENUES
Electronic Travel Distribution $381,108 $345,029
Information Technology Solutions 256,999 209,070
Total revenues 638,107 554,099
OPERATING EXPENSES
Cost of revenues
Electronic Travel Distribution 252,766 227,281
Information Technology Solutions 218,819 165,964
Selling, general and administrative 54,454 46,387
Total operating expenses 526,039 439,632
OPERATING INCOME 112,068 114,467
OTHER INCOME (EXPENSE)
Interest income 7,105 6,837
Interest expense (5,210) (4,785)
Other - net 34,887 205
Total other income (expense) 36,782 2,257
INCOME BEFORE PROVISION FOR
INCOME TAXES 148,850 116,724
Provision for income taxes 56,121 44,936
NET EARNINGS $ 92,729 $ 71,788
EARNINGS PER COMMON SHARE DATA
Earnings per common share,
basic and diluted $ .71 $ .55
Common shares used in per
share calculations
Basic 129,758 130,375
Diluted 130,640 130,907
</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
THREE MONTHS ENDED MARCH 31, 1999
(Unaudited) (In thousands)
<TABLE>
<CAPTION>
Class A Class B Additional
Common Common Paid-in Retained Treasury
Stock Stock Capital Earnings Stock
<S> <C> <C> <C> <C> <C>
Balance at December
31, 1998 $ 237 $ 1,074 $ 599,087 $ 395,800 $(42,455)
Net earnings --- --- --- 92,729 ---
Issuance of Class A
Common Stock pursuant
to stock option,
restricted stock
incentive, stock
purchase and career
equity plans --- --- (328) --- 3,041
Tax benefit from
exercise of employee
stock options --- --- 737 --- ---
Repurchase of Company
stock --- --- --- --- (2,239)
Unrealized loss on
investments, net of
deferred taxes --- --- --- (486) ---
Balance at March
31, 1999 $ 237 $ 1,074 $ 599,496 $ 488,043 $(41,653)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
THE SABRE GROUP HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (In thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 1998
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $ 92,729 $ 71,788
Adjustments to reconcile net earnings to cash
provided by operating activities
Depreciation and amortization 63,162 59,108
Deferred income taxes (778) (7,072)
Gain on sale of other investments (34,828) ---
Other 531 1,398
Changes in operating assets and liabilities
Accounts receivable (49,630) (70,872)
Prepaid expenses (11,964) (758)
Other assets (1,399) (2,924)
Accrued compensation and related benefits (33,949) (8,014)
Accounts payable and other accrued
liabilities 40,841 66,555
Receivable from and payable to affiliates (17,901) (24,912)
Pensions and other postretirement benefits 6,756 5,786
Other liabilities 6,293 558
Cash provided by operating activities 59,863 90,641
INVESTING ACTIVITIES
Additions to property and equipment (42,835) (117,734)
Net decrease in short-term investments 245,915 196,183
Net investment in joint ventures --- (139,000)
Loan to affiliate (300,000) ---
Proceeds from sale of other investments 34,828 ---
Other investing activities, net (861) (3,215)
Proceeds from sale of equipment 358 373
Cash used for investing activities (62,595) (63,393)
FINANCING ACTIVITIES
Proceeds from issuance of common stock 478 233
Proceeds from exercise of stock options 1,995 1,161
Purchases of treasury stock (2,239) (19,894)
Other financing activities, net (376) ---
Cash used for financing activities (142) (18,500)
Increase (decrease) in cash and cash
equivalents (2,874) 8,748
Cash at beginning of the period 8,008 11,286
Cash at end of the period $5,134 $20,034
</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 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - The accompanying unaudited 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, 1998 (including the notes thereto), set
forth in The Sabre Group Holdings, Inc. Annual Report on Form 10-K.
RECLASSIFICATIONS - Certain reclassifications have been made to
the 1998 financial statements to conform to the 1999 presentation.
3. COMPREHENSIVE INCOME
As of January 1, 1998, the Company adopted Financial Accounting
Standards Board Statement No. 130, Reporting Comprehensive Income.
Statement 130 establishes rules for the reporting and display of
comprehensive income and its components. During the first quarters
of 1999 and 1998, the differences between net earnings and total
comprehensive income were not material.
4. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per common share (in thousands, except per share amounts):
<TABLE>
<CAPTION>
Three months
ended
March 31,
1999 1998
<S> <C> <C>
Numerator:
Numerator for basic and diluted
earnings per common share - net
earnings $ 92,729 $ 71,788
Denominator:
Denominator for basic earnings per
common share - weighted-average
shares 129,758 130,375
Dilutive effect of stock awards
and options 882 532
Denominator for diluted earnings
per common share - adjusted
weighted-average shares 130,640 130,907
Basic and diluted earnings per
common share $ .71 $ .55
</TABLE>
<PAGE> 8
THE SABRE GROUP HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
5. SEGMENT REPORTING
The Company has two reportable segments: electronic travel
distribution and information technology solutions. The electronic
travel distribution segment distributes travel services to travel
agencies, corporate travel departments and individual consumers
("subscribers"). Through the Company's global distribution system,
subscribers can access information about and book reservations with
airlines and other providers of travel and travel-related products
and services. The information technology solutions segment
provides information technology services including software
development and consulting, transaction processing and
comprehensive information technology outsourcing to the travel and
transportation industries. The Company's reportable segments are
strategic business units that offer different products and services
and are managed separately because each business requires different
market strategies.
Selected information for the Company's two reportable segments for
the three months ended March 31, 1999 and March 31, 1998 follows
(in thousands):
<TABLE>
<CAPTION>
For the three
months ended March 31,
1999 1998
<S> <C> <C>
Revenues from external
customers:
Electronic Travel
Distribution $ 378,416 $ 343,596
Information Technology
Solutions 256,999 209,070
Total $ 635,415 $ 552,666
Equity in net income of
equity method investees:
Electronic Travel
Distribution $ 2,692 $ 1,433
Operating income:
Electronic Travel
Distribution $ 94,014 $ 86,910
Information Technology
Solutions 14,427 26,938
Net Corporate allocations 3,627 619
Total $ 112,068 $ 114,467
</TABLE>
6. SIGNIFICANT TRANSACTIONS
At December 31, 1998, American owned approximately 3.1 million
depository certificates representing beneficial ownership of common
stock of Equant N.V. ("Equant"), a telecommunications company
affiliated with Societe Internationale de Telecommunications
Aeronatiques ("SITA"). Approximately 1.7 million of these
depository certificates were held by American for the economic
benefit of the Company.
In connection with a secondary offering of Equant common stock, in
February 1999, American liquidated approximately 923,000 depository
certificates. Approximately 490,000 of these certificates,
representing approximately 30% of the Company's interest at
December 31, 1998, were liquidated for the Company's benefit. The
Company received proceeds of approximately $35 million from the
transaction, resulting in a gain of approximately $35 million.
At March 31, 1999, the estimated value of the remaining 1.2 million
depository certificates, held on behalf of the Company, was
approximately $88 million, based upon the market value of Equant's
publicly-traded common stock. The Company's carrying value of
these depository certificates was nominal at March 31, 1999 and
December 31, 1998.
<PAGE> 9
THE SABRE GROUP HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
The remaining amount of depository certificates held by American,
including those held on behalf of the Company, are subject to
change based on a final equity reallocation among all owners of the
depository certificates that will occur during 1999. Based upon
preliminary information received in April 1999 regarding this reallocation,
the Company estimates the number of depository certificates held by
American for the economic benefit of the Company will increase from
1.2 million to 3.5 million. Any future disposal of such depository
certificates may result in additional gains to the Company.
On March 17, 1999, the Company and American entered into a short-
term credit agreement pursuant to which American may borrow from
the Company up to a maximum of $300 million. As of March 31, 1999,
American had borrowed $300 million under this agreement. The
principal amount of the loan is due June 30, 1999 and bears
interest at a rate equal to the Company's average investment return
for each month in which the loan is outstanding plus an additional
spread based upon American's credit risk. The Company has the
option to call the note with ten-business day's notice to American.
American may repay the principal amount prior to June 30, 1999
without penalty. As part of this agreement, the original credit
agreement entered into on July 1, 1996 between the Company and
American was modified to terminate American's ability to borrow
additional funds under that agreement.
<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 information technology solutions
services. During the three months ended March 31, 1999, the Company
generated approximately 59.7% of its revenue from electronic travel
distribution services and approximately 40.3% of its revenue from
information technology solutions services. The following table sets
forth revenues by affiliation as a percent of total revenues:
<TABLE>
<CAPTION>
Three months ended
March 31,
1999 1998
<S> <C> <C>
Affiliation:
Unaffiliated Customers 76.2% 72.9%
Affiliated Customers 23.8 27.1
Total 100.0% 100.0%
</TABLE>
The Company's operating margins were 17.6% and 20.7% for the three
months ended March 31, 1999 and 1998, respectively. Gross margins
for electronic travel distribution services and information
technology solutions were 33.7% and 14.9%, respectively, for the
three months ended March 31, 1999, and 34.1% and 20.6%, respectively,
for the three months ended March 31, 1998.
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
ELECTRONIC TRAVEL DISTRIBUTION. Electronic travel distribution
revenues for the three months ended March 31, 1999 increased
approximately $36 million, 10.4%, compared to the three months ended
March 31, 1998, from $345 million to $381 million. The increase in
revenues was primarily due to growth in booking fees from associates
from $307 million to $343 million. The growth in booking fees was
driven by an increase in booking volumes and an overall increase in
the average price per booking charged to associates.
Cost of revenues for electronic travel distribution increased
approximately $26 million, 11.5%, from $227 million to $253 million.
This increase was primarily attributable to increased subscriber
incentive, salaries and benefits expenses. Subscriber incentive
expenses increased in order to maintain and expand the Company's
travel agency subscriber base. Salaries and benefits increased
primarily due to annual salary increases and increased benefits costs.
INFORMATION TECHNOLOGY SOLUTIONS. Revenues from information
technology solutions for the three months ended March 31, 1999
increased approximately $48 million, 23.0%, compared to the three
months ended March 31, 1998, from $209 million to $257 million.
Revenues from unaffiliated customers increased approximately $50
million, primarily due to services performed under the information
technology services agreement with US Airways. Revenues from
affiliated customers decreased approximately $2 million, primarily due
to a reduction in Year 2000 services performed for AMR.
Cost of revenues for information technology solutions increased
approximately $53 million, 31.9%, from $166 million to $219 million.
This increase was primarily attributable to an increase in salaries,
benefits and employee related costs, depreciation and amortization
expenses and other operating expenses. 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 depreciation and
amortization expense is primarily due to the acquisition of
information technology assets to support the US Airways' contract and
other normal additions and replacements as well as amortization of the
deferred asset associated with the stock options granted to US
Airways. These increases were partially offset by a decrease in
depreciation expense due to the sale of data center mainframe
equipment to an unrelated party in October 1998. Other operating
expenses increased partially due to increased data processing costs.
<PAGE> 11
THE SABRE GROUP HOLDINGS, INC.
RESULTS OF OPERATIONS (CONTINUED)
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $8 million, 17.4%, from $46 million
to $54 million primarily due to an increase in salaries, benefits and
employee related costs. Salaries, benefits and employee related costs
increased as a result of sales growth initiatives and increased
administrative requirements to support the Company's growth.
OPERATING INCOME. Operating income decreased $2 million, 1.8%, from
$114 million to $112 million. Operating margins decreased from 20.7%
in 1998 to 17.6% in 1999 due to an increase in revenues of 15.2% while
operating expenses increased 19.7%. The decline in operating margin
is primarily due to increased subscriber incentive expenses,
amortization expense related to the stock options granted to US
Airways, continuation of lower margin migration and conversion efforts
on the US Airways contract and increased expenses incurred to grow the
information technology outsourcing business.
INTEREST INCOME. Interest income remained constant at $7 million.
INTEREST EXPENSE. Interest expense remained constant at $5 million.
OTHER INCOME (EXPENSE). Other income (expense) increased $35 million
due to a gain on the liquidation, in February 1999, of Equant
depository certificates held by American for the economic benefit of
the Company.
INCOME TAXES. The provision for income taxes was $56 million and $45
million for the three months ended March 31, 1999 and 1998,
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 $21 million, 29.2%, from $72
million to $93 million, primarily due to the gain from Equant offset
by the decrease in operating income.
<PAGE> 12
THE SABRE GROUP HOLDINGS, INC.
LIQUIDITY AND CAPITAL RESOURCES
The Company had substantial liquidity at March 31, 1999, with
approximately $288 million in cash and short-term investments and $615
million in working capital. At December 31, 1998, cash and short-term
investments and working capital were $538 million and $544 million,
respectively. The Company invests cash in short-term marketable
securities, consisting primarily of certificates of deposit, bankers'
acceptances, commercial paper, corporate notes and government notes.
The decrease in cash and short-term investments is primarily due to
granting a $300 million loan to American during the first quarter of
1999.
The Company has funded its operations through cash generated from
operations. The Company's cash provided by operating activities of
$60 million and $91 million for the three months ended March 31, 1999
and 1998, respectively, was primarily attributable to net earnings
before noncash charges.
Capital investments for the three months ended March 31, 1999 and 1998
were $43 million and $260 million, respectively. The Company has
estimated capital investments of approximately $275 million to $325
million for 1999.
On March 16, 1999, the Company's Board of Directors authorized,
subject to certain business and market conditions, the repurchase of
up to an additional 1 million shares of the Company's Class A Common
Stock. During the three months ended March 31, 1999, the Company
purchased approximately 50 thousand treasury shares at a cost of
approximately $2 million.
On March 16, 1999, the Company's Board of Directors authorized initial
capital expenditures of up to $80 million related to the development
of a new office complex. The Company has signed a letter of intent to
establish the new facility in Southlake, Texas and is considering various
funding alternatives.
On March 17, 1999, the Company and American entered into a short-term
credit agreement pursuant to which American may borrow from the
Company up to a maximum of $300 million. As of March 31, 1999,
American had borrowed $300 million under this agreement. The
principal amount of the loan is due June 30, 1999 and bears interest
at a rate equal to the Company's average investment return for each
month in which the loan is outstanding plus an additional spread based
upon American's credit risk. The Company has the option to call the
note with ten-business day's notice to American. American may repay
the principal amount prior to June 30, 1999 without penalty. As part
of this agreement, the original credit agreement entered into on July
1, 1996 between the Company and American was modified to terminate
American's ability to borrow additional funds under that agreement.
The Company expects that the principal use of funds in the foreseeable
future will be for capital expenditures, software product development,
acquisitions, new facility costs and working capital. Capital
expenditures will primarily consist of purchases of equipment for the
data center, as well as computer equipment to support (i) updating
existing subscriber equipment, (ii) expansion of the subscriber base
and (iii) new product capital requirements. 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.
<PAGE> 13
THE SABRE GROUP HOLDINGS, INC.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
YEAR 2000 COMPLIANCE
STATE OF READINESS. In 1995, the Company implemented a project (the
"Year 2000 Project") intended to ensure that hardware and software
systems operated or licensed in the Company's business, including
systems provided to its travel agency subscribers and its outsourcing
customers, are designed to operate and properly manage dates beyond
December 31, 1999 ("Year 2000 Compliant"). The Company has assessed
(i) its over 1,000 information technology applications and operating
systems that will be utilized to process dates after December 31, 1999
("IT Systems") and (ii) its non-information technology systems,
including embedded technology, relating to security, elevator control,
HVAC and other systems ("Non-IT Systems"). The Year 2000 Project
consists of six phases: (i) awareness, (ii) assessment,
(iii) analysis, design and remediation, (iv) testing and validation,
(v) quality assurance review (to ensure consistency throughout the
Year 2000 Project) and (vi) creation of business continuity strategy,
including contingency plans in the event of Year 2000 failures. In
developing the Company's proprietary software analysis, remediation
and testing methodology for Year 2000 compliance, it studied the best
practices of the Institute of Electrical and Electronics Engineers and
the British Standards Institution.
IT Systems. The Company has completed the first three phases of the
Year 2000 Project for all of its IT Systems. The Company has
completed the testing and validation phase and quality assurance
review phase for 94% of its IT applications, including its computer
reservations and flight operating system applications that perform
such "mission critical" functions as passenger bookings, ticketing,
passenger check-in, aircraft weight and balance, flight planning and
baggage and cargo processing. As of May 1, 1999, approximately 40% of
the IT applications (including the computer reservations systems) are
already processing Year 2000 dates correctly.
Using dedicated testing environments and applying rigorous test
standards, the Company is actively testing its other IT Systems to
determine if they are Year 2000 Compliant or further remediation is
necessary. The Company estimates completing the testing and
validation phase and quality assurance review phase for its remaining
IT Systems by June 30, 1999. All software developed by the Company
and currently being marketed is Year 2000 Compliant. The Company has
installed Year 2000 Compliant hardware and software at substantially
all of its travel agency subscriber locations worldwide. The Company
will continue upgrading certain hardware and software that support its
IT Systems, which it estimates will be completed by June 30, 1999.
Non-IT Systems. The Company has completed the first four phases of
the Year 2000 Project and expects to complete the quality assurance
review phase during the second quarter of 1999 for substantially all
of its Non-IT Systems. The Company believes that its business,
financial condition and results of operations would not be materially
adversely affected, and that it has adequate contingency plans to
ensure business continuity, if any of its Non-IT Systems are not Year
2000 Compliant. Accordingly, the Company has primarily focused its
Year 2000 Project efforts on its IT Systems.
Third Party Services. The Company relies on third party providers for
many services, such as telecommunications, utilities, data and credit
card transaction processing. In providing services to the Company,
those providers depend on their hardware and software systems and, in
the case of telecommunications and data service providers, on
interfaces with the Company's IT Systems. The Company received
responses from substantially all of its 650 telecommunications and
data service providers, other than providers of discretionary data
services that would not materially adversely affect the Company's
business, financial condition and results of operations. A majority
of the responding providers assured the Company that their software
and hardware are Year 2000 Compliant or will be before June 30, 1999.
To the extent practical, the Company intends to replace third party
telecommunications and data service providers that are not Year 2000
Compliant by June 30, 1999.
The Company's business is particularly dependent on its ability to
transmit data on a worldwide basis through telecommunications
networks. For telecommunications network services, the Company relies
on third party service providers throughout the world, including AT&T,
SITA and MCI Worldcom. Many of those service providers rely on other
communications service providers that are located in less developed
countries and may have allocated limited resources to Year 2000
compliance. The failure of a segment of the telecommunications
network could disrupt the Company's ability to provide services to its
customers. Depending on its severity, a disruption could have a
material adverse affect on the Company's business, financial
condition, and results of operations. The Company does not expect the
Year 2000 issues it might encounter with third parties to be
materially different from those encountered by other information
technology companies, including the Company's competitors.
<PAGE> 14
THE SABRE GROUP HOLDINGS, INC.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
COSTS OF YEAR 2000 PROJECT. The Company expects to incur significant
hardware, software and labor costs, as well as consulting and other
expenses, in its Year 2000 Project. The Company's total estimated
cost of the project is approximately $95 to $105 million, of which
approximately $86 million, cumulatively, was incurred as of March 31,
1999. The total costs include approximately $28 million for the
installation of Year 2000 Compliant hardware and software at travel
agency subscriber locations, approximately $30 million for the
Company's software applications, approximately $19 million related to
the Company's hardware and software infrastructure and approximately
$9 million for project management and other labor costs. Future costs
of the Year 2000 Project will primarily result from the redeployment
of information technology resources, although no significant internal
IT Systems projects are being deferred to further the Year 2000
Project. The remaining costs primarily relate to the ongoing upgrade
of certain hardware and software that support the Company's IT
Systems; the analysis, testing and verification of the Year 2000
readiness of third party service providers; and the refinement of the
Company's business continuity plans. Costs associated with the Year
2000 project will be expensed as incurred and will be paid from
operating cash flows.
RISKS OF YEAR 2000 NON-COMPLIANCE. The economy in general, and the
travel and transportation industries in particular, may be adversely
affected by risks associated with the Year 2000. The Company's
business, financial condition, and results of operations could be
materially adversely affected if IT Systems that it operates or
licenses to third parties, or systems that are operated by other
parties with which the Company's IT Systems interface, are not Year
2000 Compliant in time. There can be no assurance that these systems
will continue to properly function and interface and will otherwise be
Year 2000 Compliant. Management believes that its most likely Year
2000 risks relate to the failure of third parties with whom it has
material relationships, particularly telecommunications network
providers, to be Year 2000 Compliant.
Although the Company is not aware of any threatened claims related to
the Year 2000, the Company may be subject to litigation arising from
such claims and, depending on the outcome, such litigation could have
a material adverse affect on the Company. There can be no assurance
that the Company's insurance coverage would be adequate to offset
these and other business risks related to the Year 2000 issue.
BUSINESS CONTINUITY PLANS. To the extent practical, the Company is
identifying the most likely Year 2000 failures in an effort to develop
and refine plans to continue its business in the event of failures of
the Company's or third parties' systems to be Year 2000 Compliant.
These plans include performing certain processes manually; maintaining
dedicated staff to be available at crucial dates to remedy unforeseen
problems; installing defensive code to protect real-time systems from
improperly formatted date data supplied by third parties; repairing or
obtaining replacement systems; and reducing or suspending certain non-
critical aspects of the Company's services or operations. Because of
the pervasiveness and complexity of the Year 2000 issue, and in
particular the uncertainty concerning the efforts and success of third
parties to be Year 2000 Compliant, the Company will continue to refine
its contingency plans during 1999.
INTEREST IN EQUANT
At December 31, 1998, American owned approximately 3.1 million
depository certificates representing beneficial ownership of common
stock of Equant N.V. ("Equant"), a telecommunications company
affiliated with Societe Internationale de Telecommunications
Aeronatiques ("SITA"). Approximately 1.7 million of these depository
certificates were held by American for the economic benefit of the
Company.
In connection with a secondary offering of Equant common stock, in
February 1999, American liquidated approximately 923,000 depository
certificates. Approximately 490,000 of these certificates,
representing approximately 30% of the Company's interest at December
31, 1998, were liquidated for the Company's benefit. The Company
received proceeds of approximately $35 million from the transaction,
resulting in a gain of approximately $35 million.
At March 31, 1999, the estimated value of the remaining 1.2 million
depository certificates, held on behalf of the Company, was
approximately $88 million, based upon the market value of Equant's
publicly-traded common stock. The Company's carrying value of these
depository certificates was nominal at March 31, 1999 and December 31,
1998.
<PAGE> 15
THE SABRE GROUP HOLDINGS, INC.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
The remaining amount of depository certificates held by American,
including those held on behalf of the Company, are subject to change
based on a final equity reallocation among all owners of the
depository certificates that will occur during 1999. Based upon
preliminary information received in April 1999 regarding this reallocation,
the Company estimates the number of depository certificates held by
American for the economic benefit of the Company will increase from
1.2 million to 3.5 million. Any future disposal of such depository
certificates may result in additional gains to the Company.
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 US Airways and their affiliates,
including risks that they may terminate any of the agreements with the
Company, or fail or otherwise become unable to fulfill their 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 the
Company's technology, such as a failure to timely achieve Year 2000 or
euro currency compliance, a failure of third party suppliers to become
Year 2000 Compliant and the outcome of possible Year 2000 litigation
involving the Company; 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> 16
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
BOOKING FEE DISPUTES
In connection with the Reorganization, the Company was the successor
in interest to American in the following civil proceeding concerning
disputed booking fees.
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
booking fees charged by the Company. In addition, since June 1996,
ATA has withheld payment of approximately $250,000 in Sabre system
booking fees. The Company filed a motion for summary judgment in the
ATA lawsuit. ATA filed a cross-motion for summary judgment claiming
its interpretation of the contract is the correct one. On August 12,
1998, the District Court denied ATA's motion in its entirety and
granted the Company's motion as to the definition of a "booking" and
the validity of the charges under the participation agreement. In
January 1999, the Company filed additional motions seeking to dismiss
the remaining issues in the case, which involve interpretation of the
Department of Transportation's CRS regulations.
WORLDSPAN DISPUTE
On January 9, 1998, Worldspan LP ("Worldspan"), the former provider of
computer reservation system services to ABACUS International Holdings
("ABACUS"), filed a lawsuit against the Company in the United States
District Court for the Northern District of Georgia, Atlanta Division,
seeking damages and an injunction, and alleging, among other things,
that the Company interfered with Worldspan's relationship with ABACUS,
violated the U.S. antitrust laws, and misappropriated Worldspan's
confidential information. The same day, Worldspan filed a parallel
lawsuit in the same court against ABACUS. On February 26, 1998, the
court denied Worldspan's motion for a preliminary injunction against
ABACUS. Thereafter, the court stayed the ABACUS case pending
arbitration between ABACUS and Worldspan, which is scheduled to conclude on
May 20, 1999. On September 16, 1998, the court denied motions by the
Company to dismiss Worldspan's lawsuit against the Company or to stay the
case pending arbitration between ABACUS and Worldspan. The Company believes
that Worldspan's claims are without merit and is vigorously defending
itself. No trial date has been set.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
<PAGE> 17
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 March 31, 1999.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
<S> <C>
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 Colombia, 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)
</TABLE>
<PAGE> 18
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
<S> <C>
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)
10.34 Option Issuance Agreement, dated January 1,
1998 between Registrant and US Airways,
Inc.(5)
10.35 The Sabre Group Holdings, Inc. Deferred
Compensation Plan. (6)
10.36 Services Agreement, dated as of July 1,
1996, between The Sabre Group, Inc. and AMR
COMBS, Inc. (4)
10.37 Services Agreement, dated as of July 1,
1996, between The Sabre Group, Inc. and
TELESERVICE RESOURCES, Inc. (4)
10.38 Services Agreement, dated as of July 1,
1996, between The Sabre Group, Inc. and AMR
SERVICES CORPORATION (4)
10.39 Information Technology Services Agreement,
dated as of July 1, 1998, between The Sabre
Group, Inc. and TELESERVICE RESOURCES, Inc.
(4)
10.40 Program Lease Agreement, dated September 30,
1998, between The Sabre Group, Inc. and
Comdisco, Inc. (4)
10.41 Corporate Travel Agreement, dated June 24,
1998, between The Sabre Group, Inc. and
American Airlines. (4)
21.1 Subsidiaries of Registrant.
27.1 Financial Data Schedule as of March 31,
1999.
27.2 Restated Financial Data Schedule as of March
31, 1998.
</TABLE>
(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 was granted as to a portion of this
document.
(5)Incorporated by reference to Exhibit 10.34 to the Company's
report on Form 10-K for the year ended December 31, 1997, (File
No. 1-12175).
(6)Incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-8 (Registration No. 333-51291).
<PAGE> 19
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: May 14, 1999 BY: /s/ Jeffery M. Jackson
Jeffery M. Jackson
Senior Vice President, Chief Financial
Officer and Treasurer
(Principal Financial and Accounting Officer)
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<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
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<DEPRECIATION> 761,020
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<CURRENT-LIABILITIES> 459,754
<BONDS> 317,873
0
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<COMMON> 1,311
<OTHER-SE> 1,045,886
<TOTAL-LIABILITY-AND-EQUITY> 2,040,318
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<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,210
<INCOME-PRETAX> 148,850
<INCOME-TAX> 56,121
<INCOME-CONTINUING> 92,729
<DISCONTINUED> 0
<EXTRAORDINARY> 0
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<NET-INCOME> 92,729
<EPS-PRIMARY> .71
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<PAGE> 1
EXHIBIT 21.1
SUBSIDIARIES
THE SABRE GROUP HOLDINGS, INC.
The Sabre Group Holdings, Inc. SUBSIDIARY
(All subsidiaries are wholly-owned unless otherwise noted
in parenthesis. 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 Enterprises, Inc. (Delaware)
Sabre Inc. (Delaware)
Sabre Investments, Inc. (Delaware)
Sabre International, Inc. (Delaware)
Sabre International Holdings, Inc. (Delaware)
Sabre Limited (New Zealand)
Sabre Soluciones de Viaje S. de R.L. de C.V. (Mexico) (99%)
Sabre Technology Enterprises, Ltd. (Cayman Islands)
Sabre Technology Holland B.V. (The Netherlands)
SST Finance, Inc. (Delaware)
SST Holding, Inc. (Delaware)
TSGL, Inc. (Delaware)
The Sabre Group Sales (Barbados), Ltd.
Ticketnet Corporation (Canada)
Sabre Decision Technologies International, Inc. SUBSIDIARY
Airline Technology Services Mauritius Ltd. (Mauritius)
Sabre Group International Limited, formerly INHOCO 858 Limited (UK)
Sabre Decision Technologies (Australia) Pty Ltd.
Sabre International, Inc. SUBSIDIARIES
Sabre CIS Holdings, Inc. (Delaware)
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)
Sabre Italia S.r.l. (Italy) (99%)
Sabre Marketing Nederland B.V. (The Netherlands)
Sabre Norge AS (Norway)
Sabre Portugal Servicos LDA (Portugal) (99%)
<PAGE> 2
Sabre International, Inc. SUBSIDIARIES - Continued
Sabre Servicios Colombia LTDA (Colombia) (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 Servicios LDA (Portugal) (1%)
Sabre Servicios Colombia LTDA (Colombia) (1%)
Sabre UK Marketing Ltd. (UK) (1%)
STIN Luxembourg S.A. (Luxembourg) (1%)
The Sabre Group International (Bahrain) W.L.L. (1%)
Sabre Soluciones de Viaje S. de R.L. de C.V. SUBSIDIARY
Sabre Informacion S.A. de C.V. (Mexico) (99%)
Sabre Technology Enterprises, Ltd. SUBSIDIARIES
Sabre Technology Enterprises II, Ltd. (Cayman Islands)
The Sabre Group International (Bahrain) W.L.L. (99%)
Sabre Technology Holland B.V. SUBSIDIARIES
Sabre Informacion S.A. de C.V. (Mexico) (1%)
Sabre Soluciones de Viaje S. de R.L. de C.V. (Mexico) (1%)
SST Holding, Inc. SUBSIDIARY
Sabre Sociedad Tecnologica S.A. (Mexico) (51%)
Sabre Sociedad Tecnologica S.A. SUBSIDIARY
Sabre Services Administration (Mexico)
TSGL, Inc. SUBSIDIARY
TSGL Holding, Inc. (Delaware)
Ticketnet Corporation SUBSIDIARY
148548 Canada, Inc. (Canada)
* All subsidiaries are wholly-owned unless otherwise noted
in parenthesis
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<CASH> 20,034
<SECURITIES> 377,260
<RECEIVABLES> 320,783
<ALLOWANCES> 10,285
<INVENTORY> 0
<CURRENT-ASSETS> 791,152
<PP&E> 1,374,216
<DEPRECIATION> 731,270
<TOTAL-ASSETS> 1,692,521
<CURRENT-LIABILITIES> 380,311
<BONDS> 317,873
0
0
<COMMON> 1,309
<OTHER-SE> 809,689
<TOTAL-LIABILITY-AND-EQUITY> 1,692,521
<SALES> 0
<TOTAL-REVENUES> 554,099
<CGS> 0
<TOTAL-COSTS> 393,245
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,785
<INCOME-PRETAX> 116,724
<INCOME-TAX> 44,936
<INCOME-CONTINUING> 71,788
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 71,788
<EPS-PRIMARY> .55
<EPS-DILUTED> .55
</TABLE>
