Sabre Reports First Quarter 2001 Financial Results

- Diluted Earnings Per Share, Excluding Special Items, $0.64

- Total revenue growth of 17%

- Travelocity.com reports profitability



The First Quarter Earnings Conference Call is available via Web cast at

www.sabre.com/investor at 11:00 am Central Time on April 19, 2001



Apr 19, 2001, 01:00 ET from Sabre Holdings Corporation

    FORT WORTH, Texas, April 19 /PRNewswire/ -- Sabre Holdings Corporation
 (NYSE:   TSG) today announced financial results that showed diluted earnings per
 share growth of 10.3 percent, excluding special items, and continued strong
 revenue growth for astructure outsourcing business to EDS, the result of a strategy shift
 last year to focus the company on its high growth, high-margin businesses.
 And we continued to see excellent results from investments in our online
 travel businesses, with industry-leader Travelocity reporting profitability
 and GetThere building strong momentum in trip volumes."
     During the quarter, the company announced the proposed sale of Sabre's
 airline infrastructure outsourcing business and internal IT infrastructure
 assets to EDS for $670 million.  Sabre's retention of net working capital of
 $108 million, brings the total value of the agreement to Sabre to
 $778 million.  Sabre also announced a 10-year $2.2 billion service contract
 under which EDS will manage Sabre's IT systems; and an agreement for EDS and
 Sabre to jointly market IT solutions and services to the travel and
 transportation industry.  This transaction is expected to close by the end of
 second quarter and to be slightly accretive to earnings in 2001.
 
     Special items in the first quarter of 2001 include:
     -- Amortization expense of $13.5 million related to six million options
        issued to US Airways, Inc. as part of the long-term technology
        agreement signed in 1997;
     -- Amortization expense of $70.3 million related to goodwill and other
        intangibles arising from the merger of Travelocity.com and Preview
        Travel, the acquisition of a 51 percent interest in Dillon
        Communication Systems and the acquisitions of Gradient Solutions and
        GetThere; and
     -- A net gain of $1.4 million related to Travelocity.com's ownership of
        Hotel Reservations Network warrants.
 
     Including the impact of those special items, as described in the
 accompanying schedules, net earnings for the total company in the first
 quarter were $17 million, or $0.13 per share on a diluted basis, compared to
 $66 million, or $0.48 per share on a diluted basis in the year-ago quarter.
 Net earnings from continuing operations, including special items, were
 $413 thousand.  These special items, in continuing operations, are primarily
 attributable to the amortization of goodwill and other intangibles associated
 with the above-described acquisitions in 2000.  Net earnings from discontinued
 operations for the first quarter were $13.6 million, or $0.10 per share,
 compared to $16 million in the first quarter of 2000.  The cumulative effect
 of the Statement of Financial Accounting Standard 133 accounting change was
 $3.1 million, or $0.02 per share net of taxes and minority interest.
 
     FIRST QUARTER 2001 BUSINESS REVIEW
 
     Continuing Operations:
 
     Travel Marketing & Distribution
     Revenues from the travel marketing and distribution business grew
 11.8 percent in the first quarter of 2001, as compared to the first quarter of
 2000.  The growth was driven by booking fee increases that went into effect
 February 1st, as well as total bookings growth of almost one percent and other
 non-transactional related revenue.
     Bookings within the United States grew 0.1 percent, while international
 bookings grew 1.9 percent over the same period in 2000.  Overall, travel
 bookings remained positive year over year, primarily due to international
 growth, growth in online channels and market share gain.
 
     Travelocity.com
     Gross travel bookings for Travelocity.com were $833.6 million, up
 108.7 percent from $399.4 million in the year-ago quarter, and 19.7 percent
 higher than fourth quarter 2000 gross travel bookings of $696.4 million.
 First quarter revenues were $73 million compared to $27 million in the first
 quarter of last year, a 169.6 percent increase.
     Sabre maintains an approximate 70% ownership interest in Travelocity.com.
 
     GetThere
     Revenues from GetThere, Sabre's Web-based travel reservation offering for
 corporations and suppliers, were $11 million for the first quarter of 2001, an
 increase of 649.6 percent as compared to non-proforma revenues in the first
 quarter of 2000.  On a proforma basis, year over year growth in the first
 quarter revenue was 27.8 percent.  Travel transactions, or trips, on a
 proforma basis, increased 103 percent as compared to first quarter 2000.
 GetThere also added approximately 74 new customers during the quarter,
 including EDS, Ernst & Young, Lockheed Martin, Nestle USA, Inc., Panasonic
 USA, TRW Inc. and Union Pacific Corporation, bringing total customer count to
 over 880.
 
     Airline Solutions & Emerging Businesses
     First quarter revenues from the airline solutions business and the
 emerging businesses unit increased 9.5 percent from the first quarter of 2000,
 reflecting positive momentum in this business.  The growth in this area was
 primarily driven by strength in the multihost business and applications
 development.
 
     Discontinued Operations:
     Discontinued operations refer to the business that will be sold to EDS
 following the closing of the transaction that the company announced on
 March 15, 2001.  The discontinued operations recorded income of $22 million
 for the first quarter 2001, compared to first quarter 2000 of $15 million, a
 47.7 percent increase.  Discontinued operations have been fully allocated with
 SG&A expenses to be representative of the business as it operates today.
 
     RECENT HIGHLIGHTS
     The Travel Marketing and Distribution business continued its efforts to
 bring innovative technology tools to the marketplace.  In March, the company
 signed agreements with five air carriers -- American Trans Air, Gulf Air,
 Hawaiian Airlines, National Airlines and US Airways -- to provide co-branded
 versions of the Sabre Virtually There Web site to the airlines' customers.
     Additionally, for the travel agency channel the company debuted Sabre
 eVoya Webtop, a customizable, Web-based tool that integrates travel agents'
 access to the robust content of the Sabre GDS combined with the broad content
 of the Internet through one site, and Sabre .Res, a suite of online booking
 engine products.
     The company announced an agreement with Club Voyages, the leading French
 travel agency, to convert to Club Voyages' 47 business travel centers and
 leisure agencies throughout France to the Sabre GDS.  Sabre also announced an
 agreement to provide booking engine capabilities to Despegar.com, a leading
 Internet travel site for Latin America, Spain, Portugal, and the Spanish- and
 Portuguese-speaking world.
     GetThere introduced GetThere DirectMeetings, the first integrated Web-
 based system that enables corporations to operate and manage both their travel
 and meeting programs through its online travel procurement system.  In
 addition, GetThere announced a new corporate customer service organization and
 an adoption consulting program to help its corporate customers to improve the
 adoption rates of the GetThere tool throughout their organizations.  Higher
 adoption, or usage of the tool in the organization, will assist in obtaining
 the greatest cost benefits.
     The airline solutions unit signed a five-year agreement with Aeroflot
 valued at $16 million.  Under the terms of the agreement, Aeroflot will
 purchase various airline software products from Sabre.
     In April, the company completed the purchase of the Sabre Pacific travel
 distribution business from TIAS, a travel distribution alliance among Qantas,
 Air New Zealand and Ansett Airlines.  The purchase will give travel suppliers,
 travel agents and travelers in the South Pacific region greater access to
 Sabre's global resources and technology potentially boosting Sabre's
 marketshare in that region.  As a result of this transaction, 10 to 12 million
 bookings annually will shift from indirect to direct bookings.
 
     OUTLOOK
     The company expects year over year revenue growth in the second quarter of
 2001 to be in the high teens and earnings growth for that period to be in the
 range of 10 to 13 percent.  For the year, the company anticipates revenue and
 earnings growth of greater than 20 percent.
 
     ADDITIONAL FINANCIAL INFORMATION
     The company's balance sheet as of March 31, 2001 reflects cash and
 marketable securities of $227.9 million, of which $75.4 million is held on
 behalf of Travelocity.com.  The company's total debt as of March 31, 2001 is
 $859 million.
     Capital spending for the first quarter 2001 was $51.4 million compared to
 $42.9 million in the first quarter of 2000.  The company anticipates that
 capital spending for 2001 will be in the range of $160 million to $180 million
 range, compared to $190.1 million in 2000.
     Depreciation and amortization expense for the first quarter 2001,
 excluding amortization expense on the US Airways options, goodwill and
 intangible assets associated with recent acquisitions, was $58.4 million, an
 improvement of 0.4 percent as compared to the first quarter of 2000.
     Amortization of goodwill and other intangibles relating to acquisitions
 totaled $66.4 million for the first quarter 2001.  Goodwill associated with
 the Preview Travel merger totaled $255 million, which is being amortized over
 three years.  Goodwill in connection with the acquisitions of Dillon
 Communication Systems and Gradient Solutions was $62 million, which is being
 amortized over a five year period.  Goodwill and other intangibles related to
 the GetThere acquisition totaled approximately $680 million, which the company
 is amortizing over a four-year period.
 
     About Sabre
     Sabre is the leading provider of technology, distribution and marketing
 services for the travel industry.  Headquartered in Dallas/Fort Worth, Texas,
 the company has nearly 10,000 employees worldwide who span 45 countries.
 Sabre reported revenues of $2.6 billion in 2000, an increase of 7.5 percent
 from 1999.  Sabre maintains an ownership interest of approximately 70 percent
 in Travelocity.com, the world's leading online consumer travel site.  More
 information on Sabre is available on the World Wide Web at
 http://www.sabre.com.  Sabre and the Sabre logo are registered trademarks of
 an affiliate of Sabre Inc.
 
     Statements in this release which are not purely historical facts,
 including statements about forecasted revenue or earnings growth, cost
 estimates, expected operating margins or cash flow, future bookings outlook
 and potential transactions, or other statements about anticipations, beliefs,
 expectations, hopes, intentions or strategies for the future, may be forward-
 looking statements within the meaning of Section 21E of the Securities
 Exchange Act of 1934, as amended.  Readers are cautioned not to place undue
 reliance on forward-looking statements.  All forward-looking statements are
 based upon information available to Sabre on the date this release was issued.
 Sabre undertakes no obligation to publicly update or revise any forward-
 looking statements, whether as a result of new information, future events or
 otherwise.  Any forward-looking statements involve risks and uncertainties
 that could cause actual events or results to differ materially from the events
 or results described in the forward-looking statements, including risks or
 uncertainties related to: risks of the described transactions not being
 completed; competition from established and emerging travel distribution
 channels; travel agency consolidation and increased competition for travel
 agency subscribers; airlines limiting their participation in travel marketing
 and distribution services; changes in relationships with principal customers;
 rapid technological changes; systems failures or constraints and business
 interruptions; revenues being highly dependent on the travel and
 transportation industries; risks of international operations, challenges of
 successfully making and integrating business combinations and strategic
 alliances.  Sabre may not succeed in addressing these and other risks.
 Further information regarding factors that could affect Sabre's financial and
 other results can be found in the risk factors section of Sabre's most recent
 filing on Form 10-K with the Securities and Exchange Commission.
 
      Sabre Holdings Corporation
      Condensed Consolidated Statements of Income
      Before Special Items
      (In millions except per share amounts)
 
                                                   Quarter ended March 31,
                                                2001        2000     Percent
 
      Revenues
        Travel Marketing and Distribution       466.7       417.5      11.8%
        Travelocity                              72.9        27.0     169.6%
        GetThere                                 11.0         1.5     649.6%
        Airline Solutions and Emerging
         Business                                48.9        44.7       9.5%
        Elimination of intersegment
         revenues                               (26.1)      (11.5)    125.8%
        Total revenues                          573.4       479.1      19.7%
 
      Operating expenses                        458.2       385.0      19.0%
 
      Operating income                          115.2        94.2      22.3%
 
      Other income (expense)
        Interest income (expense) net           (12.7)        3.4
        Other, net                               (3.9)       (0.2)   1751.3%
 
      Minority interest                          (0.8)        2.0     100.0%
 
      Income from continuing operations
       before provision for income taxes         97.8        99.4      (1.6%)
 
      Provision for income taxes                 34.8        38.9     (10.4%)
 
      Income from continuing operations          63.0        60.5       4.0%
 
      Income (loss) from discontinued
       operations, net                           22.0        14.9      47.7%
      Cumulative effect of accounting
       change, net                                0.0         0.0
 
      Net earnings                               85.0        75.4      12.7%
 
      Operating Margin                          20.1%       19.7%
 
      Earnings per share- basic
        Earnings from continuing
         operations per share                    0.48        0.47
        Earnings from discontinued
         operations per share                    0.17        0.11
        Earnings from cumulative effect of
         accounting change, net                  0.00        0.00
        Total earnings per share                 0.65        0.58
 
      Earnings per share- diluted
        Earnings from continuing
         operations per share                    0.47        0.46
        Earnings from discontinued
         operations per share                    0.17        0.11
        Earnings from cumulative effect of
         accounting change, net                  0.00        0.11
        Total earnings per share                 0.64        0.58
 
      Weighted average shares -basic            130.8       129.7
      Weighted average shares -diluted          133.2       130.4
 
 
      Sabre Holdings Corporation
      Condensed Consolidated Statements of Income - Actual
      (In millions except per share amounts)
 
                                                    Quarter ended March 31,
                                                 2001        2000      Percent
      Revenues
        Travel Marketing and Distribution        466.7       417.5      11.8%
        Travelocity                               72.9        27.0     169.6%
        GetThere                                  11.0         1.5     649.6%
        Airline Solutions and Emerging
         Business                                 48.9        44.7       9.5%
        Elimination of intersegment
         revenues                                (26.1)      (11.5)    125.8%
        Total revenues                           573.4       479.1      19.7%
 
      Operating expenses                         528.6       402.9      31.2%
 
      Operating income                            44.9        76.3     (41.2%)
 
      Other income (expense)
        Interest income (expense) net            (12.7)        3.4
        Other, net                                (9.7)       (0.2)   4479.2%
 
      Minority interest                            7.8         3.7     100.0%
 
      Income from continuing operations
       before provision for income taxes          30.3        83.2     (63.6%)
 
      Provision for income taxes                  29.9        33.8     (11.7%)
 
      Income from continuing operations            0.4        49.4     (99.2%)
 
      Income (loss) from discontinued
       operations, net                            13.6        16.3     (16.2%)
      Cumulative effect of accounting
       change, net                                 3.1         0.0
 
      Net earnings                                17.1        65.6     (73.9%)
 
      Operating Margin                            7.8%       15.9%
 
      Earnings per share- basic
        Earnings from continuing operations
         per share                                0.00        0.38
        Earnings from discontinued
         operations per share                     0.10        0.13
        Earnings from cumulative effect of
         accounting change, net                   0.02        0.00
        Total earnings per share                  0.13        0.51
 
      Earnings per share- diluted
        Earnings from continuing operations
         per share                                0.00        0.38
        Earnings from discontinued
         operations per share                     0.10        0.10
        Earnings from cumulative effect of
         accounting change, net                   0.02        0.00
        Total earnings per share                  0.13        0.48
 
      Weighted average shares -basic             130.8       129.7
      Weighted average shares -diluted           133.4       130.9
 
 
      Booking Summary - First Quarter 2001
      (millions)
 
                                 1Q01    1Q00 % Change   YTD01   YTD00 % Change
 
      Total Bookings            125.5   124.4    0.8%    125.5   124.4    0.8%
 
      Geographic
        US                       74.2    74.2    0.1%     74.2    74.2    0.1%
        International            51.2    50.3    1.9%     51.2    50.3    1.9%
                                125.5   124.4    0.8%    125.5   124.4    0.8%
 
      Channel
        Traditional Agency      114.7   118.6   -3.3%    114.7   118.6   -3.3%
        Consumer on-line         10.1     5.6   82.8%     10.1     5.6   82.8%
        Corporate on-line (BTS)   0.6     0.3  140.9%      0.6     0.3  140.9%
                                125.5   124.4    0.8%    125.5   124.4    0.8%
 
      Air/Non-Air
        Air                     113.5   113.9   -0.3%    113.5   113.9   -0.3%
        Non-Air                  11.9    10.5   13.4%     11.9    10.5   13.4%
                                125.5   124.4    0.8%    125.5   124.4    0.8%
 
 
      Sabre Holdings Corporation
      Reconciliation of Actual Results to Adjusted Net Earnings
      Three months ended March 31, 2001 and 2000
      (Unaudited, in millions, except percents)
 
                                                      Quarter Ended
                                                         March 31,
                                                 2001       2000      Change*
 
      Actual operating income                    $44.9      $76.3      (41.2%)
      Adjustments for special items:
          Amortization of Travelocity.com
           goodwill and other intangible
           assets                                $21.2       $5.3         **
          Travelocity.com stock
           compensation expenses                  $0.4       $0.0         **
          Amortization of GetThere
           goodwill and other intangible
           assets                                $41.4       $0.0         **
          GetThere integration, stock
           compensation and severance
           expenses                               $3.1       $0.0
          Amortization of Dillon
           Communication & Gradient
           goodwill & other intangible
           assets                                 $4.2       $0.0
          Expenses related to spin-off
           from AMR Corporation                   $0.0      $12.5         **
      Adjusted operating income from
       continuing operations                    $115.2      $94.2       22.3%
 
      Actual other income and minority
       interest                                 ($14.6)      $6.9         **
      Adjustments for special items:
          FAS 133 loss related to warrants        $5.8       $0.0         **
          Impact of special items on
           minority interests                    ($8.6)     ($1.7)        **
 
      Adjusted income from continuing
       operations before provision for
       income taxes                              $97.8      $99.4       (1.6%)
 
      Actual provision for income taxes on
       continuing operations                     $29.9      $33.8      (11.7%)
      Adjustments to taxes for special
       items                                      $5.0       $5.0         **
      Adjusted provision for income taxes
       on continuing operations                  $34.8      $38.9         **
 
      Adjusted net earnings from continuing
       operations                                $63.0      $60.5        4.0%
 
      Actual income for discontinued
       operations, net                           $13.6      $16.3      (16.2%)
      Adjustments for special item:
          Amortization of options granted
           to US Airways                          $8.4      ($1.4)        **
      Adjusted income for discontinued
       operations, net                           $22.0      $14.9       47.7%
 
      Actual cumulative effect on
       accounting change, net                     $3.1       $0.0         **
      Adjustments for special item:
          Expense related to adoption of
           FAS 133                               ($3.1)      $0.0         **
      Actual cumulative effect on
       accounting change, net                    ($0.0)      $0.0         **
 
      Adjusted net earnings                      $85.0      $75.4
 
     *   Percents shown reflect changes in unrounded figures and may not agree
         to the percent changes in figures after rounding.
     **  Greater than 100 percent.
 
 

SOURCE Sabre Holdings Corporation
    FORT WORTH, Texas, April 19 /PRNewswire/ -- Sabre Holdings Corporation
 (NYSE:   TSG) today announced financial results that showed diluted earnings per
 share growth of 10.3 percent, excluding special items, and continued strong
 revenue growth for astructure outsourcing business to EDS, the result of a strategy shift
 last year to focus the company on its high growth, high-margin businesses.
 And we continued to see excellent results from investments in our online
 travel businesses, with industry-leader Travelocity reporting profitability
 and GetThere building strong momentum in trip volumes."
     During the quarter, the company announced the proposed sale of Sabre's
 airline infrastructure outsourcing business and internal IT infrastructure
 assets to EDS for $670 million.  Sabre's retention of net working capital of
 $108 million, brings the total value of the agreement to Sabre to
 $778 million.  Sabre also announced a 10-year $2.2 billion service contract
 under which EDS will manage Sabre's IT systems; and an agreement for EDS and
 Sabre to jointly market IT solutions and services to the travel and
 transportation industry.  This transaction is expected to close by the end of
 second quarter and to be slightly accretive to earnings in 2001.
 
     Special items in the first quarter of 2001 include:
     -- Amortization expense of $13.5 million related to six million options
        issued to US Airways, Inc. as part of the long-term technology
        agreement signed in 1997;
     -- Amortization expense of $70.3 million related to goodwill and other
        intangibles arising from the merger of Travelocity.com and Preview
        Travel, the acquisition of a 51 percent interest in Dillon
        Communication Systems and the acquisitions of Gradient Solutions and
        GetThere; and
     -- A net gain of $1.4 million related to Travelocity.com's ownership of
        Hotel Reservations Network warrants.
 
     Including the impact of those special items, as described in the
 accompanying schedules, net earnings for the total company in the first
 quarter were $17 million, or $0.13 per share on a diluted basis, compared to
 $66 million, or $0.48 per share on a diluted basis in the year-ago quarter.
 Net earnings from continuing operations, including special items, were
 $413 thousand.  These special items, in continuing operations, are primarily
 attributable to the amortization of goodwill and other intangibles associated
 with the above-described acquisitions in 2000.  Net earnings from discontinued
 operations for the first quarter were $13.6 million, or $0.10 per share,
 compared to $16 million in the first quarter of 2000.  The cumulative effect
 of the Statement of Financial Accounting Standard 133 accounting change was
 $3.1 million, or $0.02 per share net of taxes and minority interest.
 
     FIRST QUARTER 2001 BUSINESS REVIEW
 
     Continuing Operations:
 
     Travel Marketing & Distribution
     Revenues from the travel marketing and distribution business grew
 11.8 percent in the first quarter of 2001, as compared to the first quarter of
 2000.  The growth was driven by booking fee increases that went into effect
 February 1st, as well as total bookings growth of almost one percent and other
 non-transactional related revenue.
     Bookings within the United States grew 0.1 percent, while international
 bookings grew 1.9 percent over the same period in 2000.  Overall, travel
 bookings remained positive year over year, primarily due to international
 growth, growth in online channels and market share gain.
 
     Travelocity.com
     Gross travel bookings for Travelocity.com were $833.6 million, up
 108.7 percent from $399.4 million in the year-ago quarter, and 19.7 percent
 higher than fourth quarter 2000 gross travel bookings of $696.4 million.
 First quarter revenues were $73 million compared to $27 million in the first
 quarter of last year, a 169.6 percent increase.
     Sabre maintains an approximate 70% ownership interest in Travelocity.com.
 
     GetThere
     Revenues from GetThere, Sabre's Web-based travel reservation offering for
 corporations and suppliers, were $11 million for the first quarter of 2001, an
 increase of 649.6 percent as compared to non-proforma revenues in the first
 quarter of 2000.  On a proforma basis, year over year growth in the first
 quarter revenue was 27.8 percent.  Travel transactions, or trips, on a
 proforma basis, increased 103 percent as compared to first quarter 2000.
 GetThere also added approximately 74 new customers during the quarter,
 including EDS, Ernst & Young, Lockheed Martin, Nestle USA, Inc., Panasonic
 USA, TRW Inc. and Union Pacific Corporation, bringing total customer count to
 over 880.
 
     Airline Solutions & Emerging Businesses
     First quarter revenues from the airline solutions business and the
 emerging businesses unit increased 9.5 percent from the first quarter of 2000,
 reflecting positive momentum in this business.  The growth in this area was
 primarily driven by strength in the multihost business and applications
 development.
 
     Discontinued Operations:
     Discontinued operations refer to the business that will be sold to EDS
 following the closing of the transaction that the company announced on
 March 15, 2001.  The discontinued operations recorded income of $22 million
 for the first quarter 2001, compared to first quarter 2000 of $15 million, a
 47.7 percent increase.  Discontinued operations have been fully allocated with
 SG&A expenses to be representative of the business as it operates today.
 
     RECENT HIGHLIGHTS
     The Travel Marketing and Distribution business continued its efforts to
 bring innovative technology tools to the marketplace.  In March, the company
 signed agreements with five air carriers -- American Trans Air, Gulf Air,
 Hawaiian Airlines, National Airlines and US Airways -- to provide co-branded
 versions of the Sabre Virtually There Web site to the airlines' customers.
     Additionally, for the travel agency channel the company debuted Sabre
 eVoya Webtop, a customizable, Web-based tool that integrates travel agents'
 access to the robust content of the Sabre GDS combined with the broad content
 of the Internet through one site, and Sabre .Res, a suite of online booking
 engine products.
     The company announced an agreement with Club Voyages, the leading French
 travel agency, to convert to Club Voyages' 47 business travel centers and
 leisure agencies throughout France to the Sabre GDS.  Sabre also announced an
 agreement to provide booking engine capabilities to Despegar.com, a leading
 Internet travel site for Latin America, Spain, Portugal, and the Spanish- and
 Portuguese-speaking world.
     GetThere introduced GetThere DirectMeetings, the first integrated Web-
 based system that enables corporations to operate and manage both their travel
 and meeting programs through its online travel procurement system.  In
 addition, GetThere announced a new corporate customer service organization and
 an adoption consulting program to help its corporate customers to improve the
 adoption rates of the GetThere tool throughout their organizations.  Higher
 adoption, or usage of the tool in the organization, will assist in obtaining
 the greatest cost benefits.
     The airline solutions unit signed a five-year agreement with Aeroflot
 valued at $16 million.  Under the terms of the agreement, Aeroflot will
 purchase various airline software products from Sabre.
     In April, the company completed the purchase of the Sabre Pacific travel
 distribution business from TIAS, a travel distribution alliance among Qantas,
 Air New Zealand and Ansett Airlines.  The purchase will give travel suppliers,
 travel agents and travelers in the South Pacific region greater access to
 Sabre's global resources and technology potentially boosting Sabre's
 marketshare in that region.  As a result of this transaction, 10 to 12 million
 bookings annually will shift from indirect to direct bookings.
 
     OUTLOOK
     The company expects year over year revenue growth in the second quarter of
 2001 to be in the high teens and earnings growth for that period to be in the
 range of 10 to 13 percent.  For the year, the company anticipates revenue and
 earnings growth of greater than 20 percent.
 
     ADDITIONAL FINANCIAL INFORMATION
     The company's balance sheet as of March 31, 2001 reflects cash and
 marketable securities of $227.9 million, of which $75.4 million is held on
 behalf of Travelocity.com.  The company's total debt as of March 31, 2001 is
 $859 million.
     Capital spending for the first quarter 2001 was $51.4 million compared to
 $42.9 million in the first quarter of 2000.  The company anticipates that
 capital spending for 2001 will be in the range of $160 million to $180 million
 range, compared to $190.1 million in 2000.
     Depreciation and amortization expense for the first quarter 2001,
 excluding amortization expense on the US Airways options, goodwill and
 intangible assets associated with recent acquisitions, was $58.4 million, an
 improvement of 0.4 percent as compared to the first quarter of 2000.
     Amortization of goodwill and other intangibles relating to acquisitions
 totaled $66.4 million for the first quarter 2001.  Goodwill associated with
 the Preview Travel merger totaled $255 million, which is being amortized over
 three years.  Goodwill in connection with the acquisitions of Dillon
 Communication Systems and Gradient Solutions was $62 million, which is being
 amortized over a five year period.  Goodwill and other intangibles related to
 the GetThere acquisition totaled approximately $680 million, which the company
 is amortizing over a four-year period.
 
     About Sabre
     Sabre is the leading provider of technology, distribution and marketing
 services for the travel industry.  Headquartered in Dallas/Fort Worth, Texas,
 the company has nearly 10,000 employees worldwide who span 45 countries.
 Sabre reported revenues of $2.6 billion in 2000, an increase of 7.5 percent
 from 1999.  Sabre maintains an ownership interest of approximately 70 percent
 in Travelocity.com, the world's leading online consumer travel site.  More
 information on Sabre is available on the World Wide Web at
 http://www.sabre.com.  Sabre and the Sabre logo are registered trademarks of
 an affiliate of Sabre Inc.
 
     Statements in this release which are not purely historical facts,
 including statements about forecasted revenue or earnings growth, cost
 estimates, expected operating margins or cash flow, future bookings outlook
 and potential transactions, or other statements about anticipations, beliefs,
 expectations, hopes, intentions or strategies for the future, may be forward-
 looking statements within the meaning of Section 21E of the Securities
 Exchange Act of 1934, as amended.  Readers are cautioned not to place undue
 reliance on forward-looking statements.  All forward-looking statements are
 based upon information available to Sabre on the date this release was issued.
 Sabre undertakes no obligation to publicly update or revise any forward-
 looking statements, whether as a result of new information, future events or
 otherwise.  Any forward-looking statements involve risks and uncertainties
 that could cause actual events or results to differ materially from the events
 or results described in the forward-looking statements, including risks or
 uncertainties related to: risks of the described transactions not being
 completed; competition from established and emerging travel distribution
 channels; travel agency consolidation and increased competition for travel
 agency subscribers; airlines limiting their participation in travel marketing
 and distribution services; changes in relationships with principal customers;
 rapid technological changes; systems failures or constraints and business
 interruptions; revenues being highly dependent on the travel and
 transportation industries; risks of international operations, challenges of
 successfully making and integrating business combinations and strategic
 alliances.  Sabre may not succeed in addressing these and other risks.
 Further information regarding factors that could affect Sabre's financial and
 other results can be found in the risk factors section of Sabre's most recent
 filing on Form 10-K with the Securities and Exchange Commission.
 
      Sabre Holdings Corporation
      Condensed Consolidated Statements of Income
      Before Special Items
      (In millions except per share amounts)
 
                                                   Quarter ended March 31,
                                                2001        2000     Percent
 
      Revenues
        Travel Marketing and Distribution       466.7       417.5      11.8%
        Travelocity                              72.9        27.0     169.6%
        GetThere                                 11.0         1.5     649.6%
        Airline Solutions and Emerging
         Business                                48.9        44.7       9.5%
        Elimination of intersegment
         revenues                               (26.1)      (11.5)    125.8%
        Total revenues                          573.4       479.1      19.7%
 
      Operating expenses                        458.2       385.0      19.0%
 
      Operating income                          115.2        94.2      22.3%
 
      Other income (expense)
        Interest income (expense) net           (12.7)        3.4
        Other, net                               (3.9)       (0.2)   1751.3%
 
      Minority interest                          (0.8)        2.0     100.0%
 
      Income from continuing operations
       before provision for income taxes         97.8        99.4      (1.6%)
 
      Provision for income taxes                 34.8        38.9     (10.4%)
 
      Income from continuing operations          63.0        60.5       4.0%
 
      Income (loss) from discontinued
       operations, net                           22.0        14.9      47.7%
      Cumulative effect of accounting
       change, net                                0.0         0.0
 
      Net earnings                               85.0        75.4      12.7%
 
      Operating Margin                          20.1%       19.7%
 
      Earnings per share- basic
        Earnings from continuing
         operations per share                    0.48        0.47
        Earnings from discontinued
         operations per share                    0.17        0.11
        Earnings from cumulative effect of
         accounting change, net                  0.00        0.00
        Total earnings per share                 0.65        0.58
 
      Earnings per share- diluted
        Earnings from continuing
         operations per share                    0.47        0.46
        Earnings from discontinued
         operations per share                    0.17        0.11
        Earnings from cumulative effect of
         accounting change, net                  0.00        0.11
        Total earnings per share                 0.64        0.58
 
      Weighted average shares -basic            130.8       129.7
      Weighted average shares -diluted          133.2       130.4
 
 
      Sabre Holdings Corporation
      Condensed Consolidated Statements of Income - Actual
      (In millions except per share amounts)
 
                                                    Quarter ended March 31,
                                                 2001        2000      Percent
      Revenues
        Travel Marketing and Distribution        466.7       417.5      11.8%
        Travelocity                               72.9        27.0     169.6%
        GetThere                                  11.0         1.5     649.6%
        Airline Solutions and Emerging
         Business                                 48.9        44.7       9.5%
        Elimination of intersegment
         revenues                                (26.1)      (11.5)    125.8%
        Total revenues                           573.4       479.1      19.7%
 
      Operating expenses                         528.6       402.9      31.2%
 
      Operating income                            44.9        76.3     (41.2%)
 
      Other income (expense)
        Interest income (expense) net            (12.7)        3.4
        Other, net                                (9.7)       (0.2)   4479.2%
 
      Minority interest                            7.8         3.7     100.0%
 
      Income from continuing operations
       before provision for income taxes          30.3        83.2     (63.6%)
 
      Provision for income taxes                  29.9        33.8     (11.7%)
 
      Income from continuing operations            0.4        49.4     (99.2%)
 
      Income (loss) from discontinued
       operations, net                            13.6        16.3     (16.2%)
      Cumulative effect of accounting
       change, net                                 3.1         0.0
 
      Net earnings                                17.1        65.6     (73.9%)
 
      Operating Margin                            7.8%       15.9%
 
      Earnings per share- basic
        Earnings from continuing operations
         per share                                0.00        0.38
        Earnings from discontinued
         operations per share                     0.10        0.13
        Earnings from cumulative effect of
         accounting change, net                   0.02        0.00
        Total earnings per share                  0.13        0.51
 
      Earnings per share- diluted
        Earnings from continuing operations
         per share                                0.00        0.38
        Earnings from discontinued
         operations per share                     0.10        0.10
        Earnings from cumulative effect of
         accounting change, net                   0.02        0.00
        Total earnings per share                  0.13        0.48
 
      Weighted average shares -basic             130.8       129.7
      Weighted average shares -diluted           133.4       130.9
 
 
      Booking Summary - First Quarter 2001
      (millions)
 
                                 1Q01    1Q00 % Change   YTD01   YTD00 % Change
 
      Total Bookings            125.5   124.4    0.8%    125.5   124.4    0.8%
 
      Geographic
        US                       74.2    74.2    0.1%     74.2    74.2    0.1%
        International            51.2    50.3    1.9%     51.2    50.3    1.9%
                                125.5   124.4    0.8%    125.5   124.4    0.8%
 
      Channel
        Traditional Agency      114.7   118.6   -3.3%    114.7   118.6   -3.3%
        Consumer on-line         10.1     5.6   82.8%     10.1     5.6   82.8%
        Corporate on-line (BTS)   0.6     0.3  140.9%      0.6     0.3  140.9%
                                125.5   124.4    0.8%    125.5   124.4    0.8%
 
      Air/Non-Air
        Air                     113.5   113.9   -0.3%    113.5   113.9   -0.3%
        Non-Air                  11.9    10.5   13.4%     11.9    10.5   13.4%
                                125.5   124.4    0.8%    125.5   124.4    0.8%
 
 
      Sabre Holdings Corporation
      Reconciliation of Actual Results to Adjusted Net Earnings
      Three months ended March 31, 2001 and 2000
      (Unaudited, in millions, except percents)
 
                                                      Quarter Ended
                                                         March 31,
                                                 2001       2000      Change*
 
      Actual operating income                    $44.9      $76.3      (41.2%)
      Adjustments for special items:
          Amortization of Travelocity.com
           goodwill and other intangible
           assets                                $21.2       $5.3         **
          Travelocity.com stock
           compensation expenses                  $0.4       $0.0         **
          Amortization of GetThere
           goodwill and other intangible
           assets                                $41.4       $0.0         **
          GetThere integration, stock
           compensation and severance
           expenses                               $3.1       $0.0
          Amortization of Dillon
           Communication & Gradient
           goodwill & other intangible
           assets                                 $4.2       $0.0
          Expenses related to spin-off
           from AMR Corporation                   $0.0      $12.5         **
      Adjusted operating income from
       continuing operations                    $115.2      $94.2       22.3%
 
      Actual other income and minority
       interest                                 ($14.6)      $6.9         **
      Adjustments for special items:
          FAS 133 loss related to warrants        $5.8       $0.0         **
          Impact of special items on
           minority interests                    ($8.6)     ($1.7)        **
 
      Adjusted income from continuing
       operations before provision for
       income taxes                              $97.8      $99.4       (1.6%)
 
      Actual provision for income taxes on
       continuing operations                     $29.9      $33.8      (11.7%)
      Adjustments to taxes for special
       items                                      $5.0       $5.0         **
      Adjusted provision for income taxes
       on continuing operations                  $34.8      $38.9         **
 
      Adjusted net earnings from continuing
       operations                                $63.0      $60.5        4.0%
 
      Actual income for discontinued
       operations, net                           $13.6      $16.3      (16.2%)
      Adjustments for special item:
          Amortization of options granted
           to US Airways                          $8.4      ($1.4)        **
      Adjusted income for discontinued
       operations, net                           $22.0      $14.9       47.7%
 
      Actual cumulative effect on
       accounting change, net                     $3.1       $0.0         **
      Adjustments for special item:
          Expense related to adoption of
           FAS 133                               ($3.1)      $0.0         **
      Actual cumulative effect on
       accounting change, net                    ($0.0)      $0.0         **
 
      Adjusted net earnings                      $85.0      $75.4
 
     *   Percents shown reflect changes in unrounded figures and may not agree
         to the percent changes in figures after rounding.
     **  Greater than 100 percent.
 
 SOURCE  Sabre Holdings Corporation