UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM 10-Q
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ý
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Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the
Quarterly Period Ended September 30, 2004.
OR
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o
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Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the
Transition Period From
To
Commission
file number 1-12175.
SABRE HOLDINGS CORPORATION
(Exact name of registrant as
specified in its charter)
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Delaware
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75-2662240
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(State or
other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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3150
Sabre Drive, Southlake, Texas
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76092
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(Address of
principal executive offices)
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(Zip Code)
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Registrant’s telephone number,
including area code (682) 605-1000
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 ý No o
Indicate by checkmark whether the registrant
is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o
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, $.01 par
value—135,480,073 as of October 29, 2004
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SABRE HOLDINGS CORPORATION
CONSOLIDATED
BALANCE SHEETS
(In thousands)
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September 30,
2004
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December 31,
2003
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(Unaudited)
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Assets
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Current assets
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Cash
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$
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62,548
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$
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40,862
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Marketable securities
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853,885
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881,749
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Accounts receivable, net
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383,351
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348,988
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Prepaid expenses and other current assets
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61,439
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86,475
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Deferred income taxes
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15,961
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10,237
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Total current assets
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1,377,184
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1,368,311
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Property and equipment
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Buildings and leasehold improvements
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306,498
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306,294
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Furniture, fixtures and equipment
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35,568
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36,684
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Computer software and equipment
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320,082
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275,664
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662,148
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618,642
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Less accumulated depreciation and
amortization
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(272,992
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)
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(234,262
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)
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Total property and equipment
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389,156
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384,380
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Investments in joint ventures
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187,057
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181,142
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Goodwill and intangible assets, net
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895,432
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891,740
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Other assets, net
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140,751
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130,580
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Total assets
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$
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2,989,580
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$
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2,956,153
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Liabilities and stockholders’ equity
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Current liabilities
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Accounts payable
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$
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202,926
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$
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202,615
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Accrued compensation and related benefits
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76,322
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62,557
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Accrued subscriber incentives
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89,078
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70,178
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Deferred revenues
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36,242
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34,791
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Other accrued liabilities
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145,561
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133,254
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Total current liabilities
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550,129
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503,395
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Deferred income taxes
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—
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4,420
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Pensions and other postretirement benefits
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141,763
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133,404
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Other liabilities
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23,019
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25,162
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Minority interests
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6,160
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6,463
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Capital lease obligation
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161,717
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160,725
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Public and other notes payable
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442,238
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442,476
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Commitments and contingencies
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Stockholders’ equity
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Preferred stock: $0.01 par value; 20,000 shares
authorized; no shares issued
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—
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—
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Class A common stock, $0.01 par value;
250,000 shares authorized; 145,856 and 145,652 shares issued at September 30,
2004 and December 31, 2003, respectively
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1,459
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1,457
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Additional paid-in capital
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1,287,524
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1,291,841
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Retained earnings
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633,470
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495,372
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Accumulated other comprehensive loss
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(15,470
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(8,115
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Less treasury stock at cost: 10,378 and
4,322 shares, respectively
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(242,429
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)
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(100,447
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)
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Total stockholders’ equity
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1,664,554
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1,680,108
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Total liabilities and stockholders’ equity
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$
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2,989,580
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$
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2,956,153
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See
Notes to Consolidated Financial Statements
3
SABRE HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) (In thousands, except per share
amounts)
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Three Months Ended
September 30,
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Nine Months Ended
September 30,
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2004
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2003
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2004
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2003
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Revenues
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