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 March 31, 2005.
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, $.01 par value—131,112,087 as of April 29, 2005
PART I.
FINANCIAL INFORMATION
Item 1. Financial
Statements
SABRE
HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS
(In
thousands)
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March 31,
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December 31,
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2005
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2004
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(Unaudited)
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Assets
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Current
assets
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Cash
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$
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54,021
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$
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49,671
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Marketable securities
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685,244
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787,353
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Accounts receivable, net
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455,389
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349,621
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Prepaid expenses
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60,701
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63,521
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Deferred income taxes
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31,354
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23,349
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Total current assets
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1,286,709
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1,273,515
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Property
and equipment
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Buildings and leasehold improvements
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311,273
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309,635
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Furniture, fixtures and equipment
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35,340
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33,579
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Computer equipment
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122,165
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120,515
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Internally developed software
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209,187
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195,638
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677,965
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659,367
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Less accumulated depreciation and
amortization
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(286,694
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)
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(272,026
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)
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Total property and equipment
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391,271
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387,341
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Deferred income taxes
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15,815
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9,955
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Investments in joint ventures
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166,309
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176,249
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Goodwill and intangible assets, net
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1,028,359
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988,600
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Other assets, net
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194,892
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182,317
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Total
assets
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$
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3,083,355
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$
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3,017,977
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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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152,766
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$
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177,207
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Net rate program related liabilities
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121,393
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58,313
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Accrued compensation and related benefits
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49,080
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80,448
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Accrued subscriber incentives
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92,120
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84,357
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Deferred revenues
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27,047
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24,906
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Other accrued liabilities
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244,113
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183,061
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Total current liabilities
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686,519
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608,292
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Pensions and other postretirement benefits
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154,502
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154,537
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Other liabilities
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30,048
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23,101
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Minority interests
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12,068
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5,143
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Long-term capital lease obligation
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158,609
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161,114
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Public and other notes payable
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430,492
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439,309
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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: $0.01 par value;
250,000 shares authorized;
145,855 shares issued at March 31, 2005 and December 31, 2004
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1,459
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1,459
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Additional paid-in capital
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1,272,274
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1,289,574
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Retained earnings
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690,147
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644,360
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Accumulated other comprehensive loss
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(15,035
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)
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(9,426
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)
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Less treasury stock at cost; 14,816 and
12,913 shares, respectively
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(337,728
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)
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(299,486
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)
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Total stockholders’ equity
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1,611,117
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1,626,481
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Total
liabilities and stockholders’ equity
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$
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3,083,355
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$
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3,017,977
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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
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March 31,
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2005
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2004
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Revenues
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$
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581,888
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$
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539,753
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Cost of revenues
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338,023
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311,515
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Gross
profit
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243,865
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228,238
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Other
operating expenses
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Selling, general and administrative
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