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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-Q

|ý                                              | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
|---------------------------------------------- | ----------------------------------------------------------------------------------------
|For the Quarterly Period Ended March 31, 2006.
|OR                                            
|o                                              | 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.               

LOGO

SABRE HOLDINGS CORPORATION(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

75-2662240(I.R.S. Employer
Identification No.)3150 Sabre Drive, Southlake, Texas(Address of principal executive offices)

76092(Zip Code)


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 check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check One):

Large
Accelerated Filer ý                Accelerated
Filer o                Non-accelerated Filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o No ý

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

|Class                                |  | Outstanding at April 30, 2006
|------------------------------------ |  | -----------------------------
|Class A Common Stock, $.01 par value |  | 132,746,607 Shares           



---





INDEX

SABRE HOLDINGS CORPORATION



|PART I:   |  | FINANCIAL INFORMATION                                                                      |  | 3 
|--------- |  | ------------------------------------------------------------------------------------------ |  | --
|Item 1.   |  | Financial Statements (Unaudited)                                                           |  | 3 
|          |  | Consolidated Balance SheetsDecember 31, 2005 and March 31, 2006                           |  | 3 
|          |  | Consolidated Statements of IncomeThree months ended March 31, 2005 and 2006               |  | 4 
|          |  | Consolidated Condensed Statement of Stockholders' EquityThree months ended March 31, 2006 |  | 5 
|          |  | Consolidated Statements of Cash FlowsThree months ended March 31, 2005 and 2006           |  | 6 
|          |  | Notes to Consolidated Financial Statements                                                 |  | 7 
|Item 2.   |  | Management's Discussion and Analysis of Financial Condition and Results of Operations      |  | 32
|Item 3.   |  | Quantitative and Qualitative Disclosures About Market Risk                                 |  | 52
|Item 4.   |  | Controls and Procedures                                                                    |  | 53
|PART II:  |  | OTHER INFORMATION                                                                          |  | 56
|Item 1.   |  | Legal Proceedings                                                                          |  | 56
|Item 1A   |  | Risk Factors                                                                               |  | 56
|Item 2.   |  | Unregistered Sales of Equity Securities and Use of Proceeds                                |  | 56
|Item 3.   |  | Defaults Upon Senior Securities                                                            |  | 57
|Item 4.   |  | Submission of Matters to a Vote of Security Holders                                        |  | 57
|Item 5.   |  | Other Information                                                                          |  | 57
|Item 6.   |  | Exhibits                                                                                   |  | 57
|SIGNATURE |  | 59                                                                                        

2

---





PART I. FINANCIAL INFORMATION



SABRE HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)

|                                                                                                                                |  | March 31,
2006 |           | December 31,
2005 |  
|------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | --------- | ----------------- | -
|
|Assets                                                                                                                          |  |                |           |                   |  
|Current assets                                                                                                                  |  |                |           |                   |  
|Cash                                                                                                                            |  | $              | 195,860   |                   | $
|Restricted cash                                                                                                                 |  |                | 9,790     |                   |  
|Marketable securities                                                                                                           |  |                | 152,971   |                   |  
|Accounts receivable, net                                                                                                        |  |                | 569,714   |                   |  
|Prepaid expenses                                                                                                                |  |                | 40,682    |                   |  
|Deferred income taxes                                                                                                           |  |                | 23,282    |                   |  
|Other receivables                                                                                                               |  |                | 138,604   |                   |  
|                                                                                                                                |  |                |           |                   |  
|Total current assets                                                                                                            |  |                | 1,130,903 |                   |  
|Property and equipment                                                                                                          |  |                |           |                   |  
|Buildings and leasehold improvements                                                                                            |  |                | 319,500   |                   |  
|Furniture, fixtures and equipment                                                                                               |  |                | 39,220    |                   |  
|Computer equipment                                                                                                              |  |                | 159,649   |                   |  
|Internally developed software                                                                                                   |  |                | 274,156   |                   |  
|                                                                                                                                |  |                |           |                   |  
|                                                                                                                                |  |                | 792,525   |                   |  
|Less accumulated depreciation and amortization                                                                                  |  |                | (360,839  | )                 |  
|                                                                                                                                |  |                |           |                   |  
|Total property and equipment                                                                                                    |  |                | 431,686   |                   |  
|Deferred income taxes                                                                                                           |  |                | 19,784    |                   |  
|Investments in joint ventures                                                                                                   |  |                | 158,005   |                   |  
|Goodwill and intangible assets, net                                                                                             |  |                | 2,367,818 |                   |  
|Other assets, net                                                                                                               |  |                | 176,429   |                   |  
|                                                                                                                                |  |                |           |                   |  
|Total assets                                                                                                                    |  | $              | 4,284,625 |                   | $
|                                                                                                                                |  |                |           |                   |  
|Liabilities and stockholders' equity                                                                                            |  |                |           |                   |  
|Current liabilities                                                                                                             |  |                |           |                   |  
|Accounts payable                                                                                                                |  | $              | 179,682   |                   | $
|Travel supplier liabilities and deferred revenue                                                                                |  |                | 458,759   |                   |  
|Accrued compensation and related benefits                                                                                       |  |                | 37,078    |                   |  
|Accrued subscriber incentives                                                                                                   |  |                | 118,072   |                   |  
|Deferred revenues                                                                                                               |  |                | 56,932    |                   |  
|Other accrued liabilities                                                                                                       |  |                | 380,027   |                   |  
|Bridge Facility                                                                                                                 |  |                |          |                   |  
|                                                                                                                                |  |                |           |                   |  
|Total current liabilities                                                                                                       |  |                | 1,230,550 |                   |  
|Pensions and other postretirement benefits                                                                                      |  |                | 187,755   |                   |  
|Other liabilities                                                                                                               |  |                | 30,874    |                   |  
|Minority interests                                                                                                              |  |                | 6,944     |                   |  
|Long-term capital lease obligation                                                                                              |  |                | 155,259   |                   |  
|Public and other notes payable                                                                                                  |  |                | 998,540   |                   |  
|Commitments and contingencies                                                                                                   |  |                |           |                   |  
|Stockholders' equity                                                                                                            |  |                |           |                   |  
|Preferred stock: $0.01 par value; 20,000 shares authorized; no shares issued                                                    |  |                |          |                   |  
|Class A Common Stock: $0.01 par value; 250,000 shares authorized; 145,856 shares issued at March 31, 2006 and December 31, 2005 |  |                | 1,459     |                   |  
|Additional paid-in capital                                                                                                      |  |                | 1,265,589 |                   |  
|Retained earnings                                                                                                               |  |                | 772,919   |                   |  
|Accumulated other comprehensive loss                                                                                            |  |                | (63,660   | )                 |  
|Less treasury stock at cost: 13,099 and 14,281 shares, respectively                                                             |  |                | (301,604  | )                 |  
|                                                                                                                                |  |                |           |                   |  
|Total stockholders' equity                                                                                                      |  |                | 1,674,703 |                   |  
|                                                                                                                                |  |                |           |                   |  
|Total liabilities and stockholders' equity                                                                                      |  | $              | 4,284,625 |                   | $
|                                                                                                                                |  |                |           |                   |  

See Notes to Consolidated Financial Statements.

3

---



SABRE HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) (In thousands, except per share amounts)

|                                           |                                         | Three Months Ended March 31, |        
|------------------------------------------ | --------------------------------------- | ---------------------------- | -------
|
|Revenues                                   |                                         | $                            | 700,188
|                                           | Cost of revenues                        |                              |        
|                                           | Amortization of purchased technology    |                              |        
|                                           |                                         |                              |        
|Total cost of revenues                     |                                         |                              | 442,456
|Gross Profit                               |                                         |                              | 257,732
|Other operating expenses                   |                                         |                              |        
|                                           | Selling, general and administrative     |                              |        
|                                           | Amortization of other intangible assets |                              |        
|                                           |                                         |                              |        
|Total other operating expenses             |                                         |                              | 219,806
|Operating income                           |                                         |                              | 37,926 
|Other income (expense)                     |                                         |                              |        
|                                           | Interest income                         |                              |        
|                                           | Interest expense                        |                              |        
|                                           | Gain on sale of investment              |                              |        
|                                           | Other, net                              |                              |        
|                                           |                                         |                              |        
|Total other income (expense)               |                                         |                              | (11,202
|Income before provision for income taxes   |                                         |                              | 26,724 
|Provision for income taxes                 |                                         |                              | 9,917  
|                                           |                                         |                              |        
|Net earnings                               |                                         | $                            | 16,807 
|                                           |                                         |                              |        
|Earnings per common share                  |                                         |                              |        
|                                           | Basic                                   |                              | $      
|                                           | Diluted                                 |                              | $      
|Weighted average common shares outstanding |                                         |                              |        
|                                           | Basic                                   |                              |        
|                                           | Diluted                                 |                              |        

See
Notes to Consolidated Financial Statements.

4

---



SABRE HOLDINGS CORPORATION
CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 2006
(Unaudited) (In thousands)

|                                         |                                                                          | Class A
Common
Stock                                                                           |       | Additional Paid
in Capital |   | Retained
Earnings |         | Accumulated
Other
Comprehensive
Loss |         | Treasury
Stock |        | Total   |  
|---------------------------------------- | ------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------- | ----- | -------------------------- | - | ----------------- | ------- | ------------------------------------ | ------- | -------------- | ------ | ------- | -
|Balance at December 31, 2005             |                                                                          | $                                                                                              | 1,459 |                            | $ | 1,275,836         |         | $                                    | 769,231 |                | $      | (77,872 | )
|Issuances pursuant to:                   |                                                                          |                                                                                                |       |                            |   |                   |         |                                      |         |                |        |         |  
|                                         | Stock option plans                                                       |                                                                                                |       |                           |   |                   | (1,495  | )                                    |         |               |        |         | 
|                                         | Restricted stock (net of forfeitures)                                    |                                                                                                |       |                           |   |                   | (16,883 | )                                    |         |               |        |         | 
|                                         | Restricted stock withheld upon vesting                                   |                                                                                                |       |                           |   |                   |        |                                      |         |               |        |         | 
|                                         | Employee stock purchase plan                                             |                                                                                                |       |                           |   |                   | (1      | )                                    |         |               |        |         | 
|                                         | Tax benefit from exercise of employee stock options and restricted stock |                                                                                                |       |                           |   |                   | 1,705   |                                      |         |               |        |         | 
|Dividends, $0.10 per common share        |                                                                          |                                                                                                |      |                            |   |                  |         |                                      | (13,119 | )              |        |        |  
|Amortization of stock-based compensation |                                                                          |                                                                                                |      |                            |   | 6,417             |         |                                      |        |                |        |        |  
|                                         | Comprehensive income:                                                    |                                                                                                |       |                            |   |                   |         |                                      |         |                |        |         |  
|                                         |                                                                          | Net earnings                                                                                   |       |                            |  |                   |         |                                     |         |                | 16,807 |         |  
|                                         |                                                                          | Unrealized gain on foreign currency forward and option contracts, net of deferred income taxes |       |                            |  |                   |         |                                     |         |                |       |         |  
|                                         |                                                                          | Unrecognized gain on hedge settlement                                                          |       |                            |  |                   |         |                                     |         |                |       |         |  
|                                         |                                                                          | Unrealized gain on investments, net of deferred income taxes                                   |       |                            |  |                   |         |                                     |         |                |       |         |  
|                                         |                                                                          | Unrealized foreign currency translation gain, net of deferred income taxes                     |       |                            |  |                   |         |                                     |         |                |       |         |  
|                                         |                                                                          |                                                                                                |       |                            |   |                   |         |                                      |         |                |        |         |  
|                                         | Total comprehensive income                                               |                                                                                                |       |                            |   |                   |         |                                      |         |                |        |         |  
|                                         |                                                                          |                                                                                                |       |                            |   |                   |         |                                      |         |                |        |         |  
|                                         | Other                                                                    |                                                                                                |       |                           |   |                   | 10      |                                      |         |               |        |         | 
|                                         |                                                                          |                                                                                                |       |                            |   |                   |         |                                      |         |                |        |         |  
|Balance at March 31, 2006                |                                                                          | $                                                                                              | 1,459 |                            | $ | 1,265,589         |         | $                                    | 772,919 |                | $      | (63,660 | )
|                                         |                                                                          |                                                                                                |       |                            |   |                   |         |                                      |         |                |        |         |  

See Notes to Consolidated Financial Statements.

5

---



SABRE HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (In thousands)

|                                                                                |                                                                | Three Months Ended March 31,                   |           
|------------------------------------------------------------------------------- | -------------------------------------------------------------- | ---------------------------------------------- | ----------
|
|Operating Activities                                                            |                                                                |                                                |           
|Net earnings                                                                    |                                                                | $                                              | 16,807    
|Adjustments to reconcile net earnings to cash provided by operating activities: |                                                                |                                                |           
|                                                                                | Depreciation and amortization                                  |                                                |           
|                                                                                | Stock-based compensation for employees                         |                                                |           
|                                                                                | Allowance for doubtful accounts                                |                                                |           
|                                                                                | Deferred income taxes                                          |                                                |           
|                                                                                | Joint venture equity loss (income)                             |                                                |           
|                                                                                | Gain on sale of investment                                     |                                                |           
|                                                                                | Other                                                          |                                                |           
|                                                                                | Changes in operating assets and liabilities:                   |                                                |           
|                                                                                |                                                                | Accounts and other receivables                 |           
|                                                                                |                                                                | Prepaid expenses                               |           
|                                                                                |                                                                | Other assets                                   |           
|                                                                                |                                                                | Accrued compensation and related benefits      |           
|                                                                                |                                                                | Accounts payable and other accrued liabilities |           
|                                                                                |                                                                | Pensions and other postretirement benefits     |           
|                                                                                | Excess tax benefits from stock-based compensation arrangements |                                                |           
|                                                                                |                                                                |                                                |           
|                                                                                | Cash provided by operating activities                          |                                                |           
|Investing Activities                                                            |                                                                |                                                |           
|Additions to property and equipment                                             |                                                                |                                                | (27,646   
|Purchases of marketable securities                                              |                                                                |                                                | (3,808,308
|Sales of marketable securities                                                  |                                                                |                                                | 4,031,855 
|Proceeds from sale of investment                                                |                                                                |                                                |          
|Acquisitions (net of cash acquired)                                             |                                                                |                                                | (54,308   
|Proceeds from release of restricted cash                                        |                                                                |                                                | 37,211    
|Other investing activities                                                      |                                                                |                                                | 5,886     
|                                                                                |                                                                |                                                |           
|                                                                                | Cash provided by investing activities                          |                                                |           
|Financing Activities                                                            |                                                                |                                                |           
|Proceeds from issuance of Common Stock                                          |                                                                |                                                | 5,559     
|Dividends paid                                                                  |                                                                |                                                | (13,119   
|Prepayment of Bridge Facility                                                   |                                                                |                                                | (800,000  
|Proceeds from borrowings on revolving credit agreement                          |                                                                |                                                | 180,000   
|Proceeds from issuance of Notes                                                 |                                                                |                                                | 397,136   
|Excess tax benefits from stock-based compensation arrangements                  |                                                                |                                                | 638       
|Purchases of treasury stock                                                     |                                                                |                                                |          
|Other financing activities                                                      |                                                                |                                                | (7,979    
|                                                                                |                                                                |                                                |           
|                                                                                | Cash used for financing activities                             |                                                |           
|                                                                                | Effect of exchange rate changes on cash and cash equivalents   |                                                |           
|Increase in cash                                                                |                                                                |                                                | 60,627    
|Cash at beginning of period                                                     |                                                                |                                                | 135,233   
|                                                                                |                                                                |                                                |           
|Cash at end of period                                                           |                                                                | $                                              | 195,860   
|                                                                                |                                                                |                                                |           

See Notes to Consolidated Financial Statements.

6

---



SABRE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.     General Information



2.     Summary of Significant Accounting Policies



---



7

---







8

---





Three Months Ended March 31,2006

2005Denominator for basic earnings per common shareweighted-average shares

130,315

130,253Dilutive effect of stock awards and options

2,312

500Denominator for diluted earnings per common shareadjusted weighted-average shares

132,627

130,753




3.     Significant Events



9

---





10

---





Working capital

$
(26,225
)Tradenames (indefinite life)


2,900Tradenames (5 year useful life)


700Technology (5 year useful life)


3,000Goodwill


54,649Total purchase price

$
35,024




11

---





Working capital

$
(192,145
)Property and equipment


21,280Investments in joint ventures and other assets, net


556Tradenames (indefinite life)


281,789Tradenames (14.2 year average useful life)


45,005Technology (3.5 year useful life)


95,411Customer and contractual relationships (7 year useful life)


108,012Non-compete agreements (1 year useful life)


1,800Goodwill


814,193Non-current liabilities


(1,483
)Total purchase price

$
1,174,418




12

---





Three Months Ended
March 31, 2005Pro forma revenues

$
642,824Pro forma net earnings


10,186Pro forma net earnings per common share:Basic

$
0.08Diluted

$
0.08




Assets acquired net of liabilities assumed

$
5,503Purchased technology (5 year useful life)


3,900Customer relationships (8 year useful life)


10,700Tradenames


1,800Goodwill


19,196Total purchase price

$
41,099


13

---







4.     Pension and Other Postretirement Benefit Plans



Pension Benefits

Other BenefitsComponents of net periodic benefit cost:2006

2005

2006

2005Service cost

$
28

$
1,554

$
293

$
569Interest cost


4,673


5,451


1,163


1,982Expected return on plan assets


(5,654
)

(5,976
)




Amortization of transition asset


(3
)

(3
)

4


4Amortization of prior service cost





15


(1,622
)

(3,133
)Amortization of actuarial loss


584


1,313


963


1,373Net periodic benefit cost


(372
)

2,354


801


795Settlement loss


307








Total net periodic benefit cost

$
(65
)
$
2,354

$
801

$
795




14

---





5.     Options and Other Stock-Based Awards



Three Months Ended
March 31,2006

2005Stock options

$
4,531

$
455Restricted stock


2,942


2,220Performance shares


775


SFAS 123R adjustment


(1,831
)

Total

$
6,417

$
2,675




15

---





Three Months Ended
March 31, 2005Net earnings as reported

$
57,681Add stock compensation expense determined under intrinsic value method, net of income taxes


1,652Less total stock-based employee compensation expense determined under fair value based method for all awards, net of income taxes


(8,465
)Pro forma net earnings

$
50,868Net earnings per common share, as reported:Basic

$
0.44Diluted

$
0.44Net earnings per common share, pro forma:Basic

$
0.39Diluted

$
0.39




Three Months Ended
March 31, 2005Average risk-free interest rate


3.64
%Expected life (in years)


4.5Dividend yield


1.7
%Volatility


49.8
%Fair value

$
8.27




16

---





Restricted Stock

Shares

Weighted
Average Grant
Date Fair ValueNonvested at December 31, 2005

1,757,084

$
20.81Granted

923,000


23.69Vested

(484,137
)

20.66Forfeited

(48,278
)

19.71Nonvested at March 31, 2006

2,147,669

$
22.11




Sabre Holdings initial stock price

$23.62Sabre Holdings implied volatility

27.41
%Sabre Holdings dividend yield

1.67
%Risk free rate

4.63%-4.65
%




17

---







18

---





Stock Options

Shares

Weighted
Average
Exercise Price
per Share

Average
Remaining
Contractual
Term (years)

Aggregate
Intrinsic ValueOutstanding at December 31, 2005

16,990,060

$
30.10

6.32

$
511,400,806Granted




Exercised

(458,578
)

19.80Cancelled

(387,768
)

30.98Outstanding at March 31, 2006

16,143,714

$
30.32

6.05

$
489,477,408


Options Outstanding

Options ExercisableRange of Exercise Prices

Shares

Weighted-
Average
Remaining
Life
(Years)

Weighted-
Average
Exercise
Price

Shares

Weighted-
Average
Exercise
Price$0.16-$15.99

25,475

4.01

$
7.73

25,475

$
7.73$16.00-$25.99

7,746,797

7.50


20.64

3,750,406


20.67$26.00-$35.99

1,371,263

3.60


31.69

1,356,004


31.73$36.00-$48.99

5,837,346

5.13


38.39

5,834,511


38.39$49.00-$60.99

1,039,548

3.98


50.00

1,039,548


50.00$61.00-$105.06

123,285

3.97


79.59

123,285


79.59Total

16,143,714

6.05

$
30.32

12,129,229

$
33.52




19

---





6.     Income Taxes



Three Months Ended
March 31,2006

2005Income tax provision at statutory federal income tax rate

$
9,353

$
31,203State income taxes, net of federal benefit


615


1,751Other, net


(51
)

(1,483
)Total provision for income taxes

$
9,917

$
31,471


7.     Derivatives



20

---





8.     Debt





21

---





Covenant

Requirement

Level at
March 31,
2006Consolidated Leverage Ratio (Debt to EBITDA)

3.75 to 1 maximum

2.94Consolidated Net Worth

$1.3 billion

$1.7 billion




As amended on July 22, 2005

RequirementConsolidated Leverage Ratio (Debt to EBITDA) for the quarters ended:July 22, 2005 through March 31, 2006

3.75 to 1 maximumJune 30, 2006 through September 30, 2006

3.50 to 1 maximumDecember 31, 2006 through March 31, 2007

3.25 to 1 maximumJune 30, 2007 and thereafter

3.00 to 1 maximum




22

---



9.     Business Segments



23

---





Three Months Ended March 31,2006

2005Revenues from external customers, excluding adjusting items:Sabre Travel Network

$
437,299

$
413,702Travelocity


196,274


109,381Sabre Airline Solutions


64,825


62,773Total

$
698,398

$
585,856Intersegment revenues:Sabre Travel Network

$
9,765

$
5,956Travelocity


37,818


41,813Total

$
47,583

$
47,769Equity in net income (loss) of equity method investees:Sabre Travel Network

$
1,452

$
149Travelocity


338


(4,117
)Total

$
1,790

$
(3,968
)Consolidated revenues:Sabre Travel Network

$
448,516

$
419,807Travelocity


234,430


147,077Sabre Airline Solutions


64,825


62,773Elimination of intersegment revenues


(47,583
)

(47,769
)Total

$
700,188

$
581,888


24

---





Three Months Ended March 31,2006

2005Segment operating income (loss) excluding adjusting items:Sabre Travel Network

$
75,505

$
81,288Travelocity


(17,306
)

(11,780
)Sabre Airline Solutions


6,610


9,910Net corporate allocations


(373
)

13Total

$
64,436

$
79,431Impact of adjusting items on operating income(increase)/decrease:Sabre Travel Network:Other intangibles amortization

$
3,707

$
5,209Stock-based compensation


4,065


Total Sabre Travel Network

$
7,772

$
5,209Travelocity:Other intangibles amortization

$
14,165

$
2,003Stock-based compensation


2,665


455Total Travelocity

$
16,830

$
2,458Sabre Airline Solutions:Other intangibles amortization

$
558

$
570Stock-based compensation


1,350


Total Sabre Airline Solutions

$
1,908

$
570Total operating income adjusting items

$
26,510

$
8,237Consolidated operating income (loss):Sabre Travel Network

$
67,733

$
76,079Travelocity


(34,136
)

(14,238
)Sabre Airline Solutions


4,702


9,340Net corporate allocations


(373
)

13Total

$
37,926

$
71,194


25

---



10.   Supplemental Guarantor/Non-Guarantor Financial Information



26

---





UNAUDITED CONSOLIDATING CONDENSED BALANCE SHEETS  MARCH 31, 2006  (In thousands)

|                                           |                                                  | Sabre
Holdings            |           | Sabre
Inc. |           | Non-Guarantor
Subsidiaries |          | Eliminations |           | Sabre
Consolidated
|------------------------------------------ | ------------------------------------------------ | ------------------------- | --------- | ---------- | --------- | -------------------------- | -------- | ------------ | --------- | ------------------
|Assets                                     |                                                  |                           |           |            |           |                            |          |              |           |                   
|Current Assets                             |                                                  |                           |           |            |           |                            |          |              |           |                   
|                                           | Cash and marketable securities                   |                           | $         |           |           | $                          | 151,306  |              | $         | 197,525           
|                                           | Restricted cash                                  |                           |           |           |           |                            |         |              |           | 9,790             
|                                           | Accounts receivable, net                         |                           |           |           |           |                            | 258,069  |              |           | 311,645           
|                                           | Intercompany accounts receivable (payable)       |                           |           |           |           |                            | (234,329 | )            |           | 234,329           
|                                           | Other current assets                             |                           |           |           |           |                            | 105,425  |              |           | 97,143            
|                                           |                                                  |                           |           |            |           |                            |          |              |           |                   
|                                           |                                                  | Total current assets      |           |            |          |                            |          | 280,471      |           |                   
|Property and equipment, net                |                                                  |                           |          |            |           | 344,050                    |          |              | 87,636    |                   
|Investments in subsidiaries                |                                                  |                           | 756,716   |            |           | 2,621,206                  |          |              |          |                   
|Intercompany notes                         |                                                  |                           | 1,907,411 |            |           | (1,907,411                 | )        |              |          |                   
|Investments in joint ventures              |                                                  |                           |          |            |           | 4,416                      |          |              | 153,589   |                   
|Goodwill and intangible assets, net        |                                                  |                           |          |            |           | 11,216                     |          |              | 2,356,602 |                   
|Other assets, net                          |                                                  |                           | 5,242     |            |           | 172,486                    |          |              | 18,485    |                   
|                                           |                                                  |                           |           |            |           |                            |          |              |           |                   
|                                           |                                                  | Total assets              |           | $          | 2,669,369 |                            | $        | 1,526,434    |           | $                 
|                                           |                                                  |                           |           |            |           |                            |          |              |           |                   
|Liabilities and stockholders' equity       |                                                  |                           |           |            |           |                            |          |              |           |                   
|Current liabilities                        |                                                  |                           |           |            |           |                            |          |              |           |                   
|                                           | Accounts payable                                 |                           | $         | 70         |           | $                          | 82,754   |              | $         | 96,858            
|                                           | Travel supplier liabilities and deferred revenue |                           |           |           |           |                            |         |              |           | 458,759           
|                                           | Accrued compensation and related benefits        |                           |           |           |           |                            | 25,622   |              |           | 11,456            
|                                           | Other accrued liabilities                        |                           |           | 5,434      |           |                            | 296,239  |              |           | 253,358           
|                                           |                                                  |                           |           |            |           |                            |          |              |           |                   
|                                           |                                                  | Total current liabilities |           |            | 5,504     |                            |          | 404,615      |           |                   
|Pensions and other postretirement benefits |                                                  |                           |          |            |           | 186,716                    |          |              | 1,039     |                   
|Other liabilities                          |                                                  |                           | 5,698     |            |           | 23,128                     |          |              | 2,048     |                   
|Minority interests                         |                                                  |                           |          |            |           |                           |          |              | 6,944     |                   
|Long-term capital lease obligation         |                                                  |                           |          |            |           | 155,259                    |          |              |          |                   
|Public and other notes payable             |                                                  |                           | 983,464   |            |           |                           |          |              | 15,076    |                   
|Total stockholders' equity                 |                                                  |                           | 1,674,703 |            |           | 756,716                    |          |              | 2,621,206 |                   
|                                           |                                                  |                           |           |            |           |                            |          |              |           |                   
|Total liabilities and stockholders' equity |                                                  | $                         | 2,669,369 |            | $         | 1,526,434                  |          | $            | 3,466,744 |                   
|                                           |                                                  |                           |           |            |           |                            |          |              |           |                   

27

---





UNAUDITED CONSOLIDATING CONDENSED BALANCE SHEETS  DECEMBER 31, 2005  (In thousands)

|                                           |                                                  | Sabre
Holdings            |           | Sabre
Inc. |           | Non-Guarantor
Subsidiaries |          | Eliminations |           | Sabre
Consolidated
|------------------------------------------ | ------------------------------------------------ | ------------------------- | --------- | ---------- | --------- | -------------------------- | -------- | ------------ | --------- | ------------------
|Assets                                     |                                                  |                           |           |            |           |                            |          |              |           |                   
|Current Assets                             |                                                  |                           |           |            |           |                            |          |              |           |                   
|                                           | Cash and marketable securities                   |                           | $         |           |           | $                          | 380,898  |              | $         | 130,920           
|                                           | Restricted cash                                  |                           |           |           |           |                            | 11,237   |              |           | 45,782            
|                                           | Accounts receivable, net                         |                           |           |           |           |                            | 251,408  |              |           | 235,626           
|                                           | Intercompany accounts receivable (payable)       |                           |           |           |           |                            | (158,906 | )            |           | 158,906           
|                                           | Other current assets                             |                           |           |           |           |                            | 81,192   |              |           | 111,225           
|                                           |                                                  |                           |           |            |           |                            |          |              |           |                   
|                                           |                                                  | Total current assets      |           |            |          |                            |          | 565,829      |           |                   
|Property and equipment, net                |                                                  |                           |          |            |           | 344,179                    |          |              | 85,389    |                   
|Investments in subsidiaries                |                                                  |                           | 744,562   |            |           | 2,583,474                  |          |              |          |                   
|Intercompany notes                         |                                                  |                           | 2,122,011 |            |           | (2,122,011                 | )        |              |          |                   
|Investments in joint ventures              |                                                  |                           |          |            |           | 4,189                      |          |              | 152,088   |                   
|Goodwill and intangible assets, net        |                                                  |                           |          |            |           | 11,361                     |          |              | 2,321,779 |                   
|Other assets, net                          |                                                  |                           | 4,106     |            |           | 169,509                    |          |              | 33,223    |                   
|                                           |                                                  |                           |           |            |           |                            |          |              |           |                   
|                                           |                                                  | Total assets              |           | $          | 2,870,679 |                            | $        | 1,556,530    |           | $                 
|                                           |                                                  |                           |           |            |           |                            |          |              |           |                   
|Liabilities and stockholders' equity       |                                                  |                           |           |            |           |                            |          |              |           |                   
|Current liabilities                        |                                                  |                           |           |            |           |                            |          |              |           |                   
|                                           | Accounts payable                                 |                           | $         | 3,559      |           | $                          | 102,510  |              | $         | 97,594            
|                                           | Travel supplier liabilities and deferred revenue |                           |           |           |           |                            |         |              |           | 301,377           
|                                           | Accrued compensation and related benefits        |                           |           |           |           |                            | 56,710   |              |           | 17,918            
|                                           | Other accrued liabilities                        |                           |           | 11,013     |           |                            | 284,952  |              |           | 216,830           
|                                           | Bridge Facility                                  |                           |           | 800,000    |           |                            |         |              |           |                  
|                                           |                                                  |                           |           |            |           |                            |          |              |           |                   
|                                           |                                                  | Total current liabilities |           |            | 814,572   |                            |          | 444,172      |           |                   
|Pensions and other postretirement benefits |                                                  |                           |          |            |           | 190,486                    |          |              | 967       |                   
|Other liabilities                          |                                                  |                           | 1,692     |            |           | 19,122                     |          |              | 2,754     |                   
|Minority interests                         |                                                  |                           |          |            |           |                           |          |              | 38,948    |                   
|Long-term capital lease obligation         |                                                  |                           |          |            |           | 158,188                    |          |              |          |                   
|Public and other notes payable             |                                                  |                           | 411,303   |            |           |                           |          |              | 15,076    |                   
|Total stockholders' equity                 |                                                  |                           | 1,643,112 |            |           | 744,562                    |          |              | 2,583,474 |                   
|                                           |                                                  |                           |           |            |           |                            |          |              |           |                   
|Total liabilities and stockholders' equity |                                                  | $                         | 2,870,679 |            | $         | 1,556,530                  |          | $            | 3,274,938 |                   
|                                           |                                                  |                           |           |            |           |                            |          |              |           |                   

28

---





UNAUDITED CONSOLIDATING CONDENSED STATEMENTS OF INCOME  FOR THE THREE MONTHS ENDED MARCH 31, 2006  (In thousands)

|                                         |                          | Sabre
Holdings               |        | Sabre
Inc. |        | Non-Guarantor
Subsidiaries |         | Eliminations |         | Sabre
Consolidated |       
|---------------------------------------- | ------------------------ | ---------------------------- | ------ | ---------- | ------ | -------------------------- | ------- | ------------ | ------- | ------------------ | ------
|Revenues                                 |                          | $                            |       |            | $      | 403,198                    |         | $            | 418,961 |                    | $     
|Operating expenses                       |                          |                              | 1,045  |            |        | 372,772                    |         |              | 410,416 |                    |       
|                                         |                          |                              |        |            |        |                            |         |              |         |                    |       
|Operating income (loss)                  |                          |                              | (1,045 | )          |        | 30,426                     |         |              | 8,545   |                    |       
|Other income (expense)                   |                          |                              |        |            |        |                            |         |              |         |                    |       
|                                         | Interest income          |                              |        | 36,864     |        |                            | 2,890   |              |         | 5,417              |       
|                                         | Interest expense         |                              |        | (16,268    | )      |                            | (44,007 | )            |         | (683               | )     
|                                         | Income from subsidiaries |                              |        | 6,459      |        |                            | 10,761  |              |         |                   |       
|                                         | Other, net               |                              |        | (1,831     | )      |                            | 263     |              |         | 6,153              |       
|                                         |                          |                              |        |            |        |                            |         |              |         |                    |       
|                                         |                          | Total other income (expense) |        |            | 25,224 |                            |         | (30,093      | )       |                    | 10,887
|                                         |                          |                              |        |            |        |                            |         |              |         |                    |       
|Income before provision for income taxes |                          |                              | 24,179 |            |        | 333                        |         |              | 19,432  |                    |       
|Provision (credit) for income taxes      |                          |                              | 7,372  |            |        | (6,126                     | )       |              | 8,671   |                    |       
|                                         |                          |                              |        |            |        |                            |         |              |         |                    |       
|Net earnings                             |                          | $                            | 16,807 |            | $      | 6,459                      |         | $            | 10,761  |                    | $     
|                                         |                          |                              |        |            |        |                            |         |              |         |                    |       

UNAUDITED CONSOLIDATING CONDENSED STATEMENTS OF INCOME  FOR THE THREE MONTHS ENDED MARCH 31, 2005  (In thousands)

|                                         |                          | Sabre
Holdings               |        | Sabre
Inc. |        | Non-Guarantor
Subsidiaries |         | Eliminations |         | Sabre
Consolidated |       
|---------------------------------------- | ------------------------ | ---------------------------- | ------ | ---------- | ------ | -------------------------- | ------- | ------------ | ------- | ------------------ | ------
|Revenues                                 |                          | $                            |       |            | $      | 401,273                    |         | $            | 286,794 |                    | $     
|Operating expenses                       |                          |                              | 946    |            |        | 324,469                    |         |              | 291,458 |                    |       
|                                         |                          |                              |        |            |        |                            |         |              |         |                    |       
|Operating income (loss)                  |                          |                              | (946   | )          |        | 76,804                     |         |              | (4,664  | )                  |       
|Other income (expense)                   |                          |                              |        |            |        |                            |         |              |         |                    |       
|                                         | Interest income          |                              |        | 26,122     |        |                            | 3,221   |              |         | 1,844              |       
|                                         | Interest expense         |                              |        | (5,158     | )      |                            | (28,984 | )            |         | (290               | )     
|                                         | Income from subsidiaries |                              |        | 44,567     |        |                            | 11,030  |              |         |                   |       
|                                         | Other, net               |                              |        |           |        |                            | (146    | )            |         | 21,349             |       
|                                         |                          |                              |        |            |        |                            |         |              |         |                    |       
|                                         |                          | Total other income (expense) |        |            | 65,531 |                            |         | (14,879      | )       |                    | 22,903
|                                         |                          |                              |        |            |        |                            |         |              |         |                    |       
|Income before provision for income taxes |                          |                              | 64,585 |            |        | 61,925                     |         |              | 18,239  |                    |       
|Provision for income taxes               |                          |                              | 6,904  |            |        | 17,358                     |         |              | 7,209   |                    |       
|                                         |                          |                              |        |            |        |                            |         |              |         |                    |       
|Net earnings                             |                          | $                            | 57,681 |            | $      | 44,567                     |         | $            | 11,030  |                    | $     
|                                         |                          |                              |        |            |        |                            |         |              |         |                    |       

29

---





UNAUDITED CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS  FOR THE THREE MONTHS ENDED MARCH 31, 2006  (In thousands)

|                     |                                                                | Sabre
Holdings |   | Sabre
Inc. |   | Non-Guarantor
Subsidiaries |          | Eliminations |   | Sabre
Consolidated |  
|-------------------- | -------------------------------------------------------------- | -------------- | - | ---------- | - | -------------------------- | -------- | ------------ | - | ------------------ | -
|Operating Activities |                                                                |                |   |            |   |                            |          |              |   |                    |  
|                     | Cash provided by operating activities                          |                | $ |           |   | $                          | 76,509   |              | $ | 36,161             |  
|Investing Activities |                                                                |                |   |            |   |                            |          |              |   |                    |  
|                     | Additions to property and equipment                            |                |   |           |   |                            | (15,480  | )            |   | (12,166            | )
|                     | Net sales of marketable securities                             |                |   |           |   |                            | 223,471  |              |   | 76                 |  
|                     | Acquisitions (net of cash acquired)                            |                |   |           |   |                            | (19,727  | )            |   | (34,581            | )
|                     | Proceeds from release of restricted cash                       |                |   |           |   |                            |         |              |   | 37,211             |  
|                     | Other investing activities                                     |                |   |           |   |                            | (956     | )            |   | 6,842              |  
|                     |                                                                |                |   |            |   |                            |          |              |   |                    |  
|                     | Cash provided by (used for) investing activities               |                |   |           |   |                            | 187,308  |              |   | (2,618             | )
|Financing Activities |                                                                |                |   |            |   |                            |          |              |   |                    |  
|                     | Proceeds from issuance of Common Stock                         |                |   | 5,559      |   |                            |         |              |   |                   |  
|                     | Dividends paid                                                 |                |   | (13,119    | ) |                            |         |              |   |                   |  
|                     | Contributions (distributions) from affiliates, net             |                |   | 230,986    |   |                            | (265,483 | )            |   | 34,497             |  
|                     | Prepayment of Bridge Facility                                  |                |   | (800,000   | ) |                            |         |              |   |                   |  
|                     | Proceeds from borrowings on revolving credit agreement         |                |   | 180,000    |   |                            |         |              |   |                   |  
|                     | Proceeds from issuance of Notes                                |                |   | 395,936    |   |                            | 1,200    |              |   |                   |  
|                     | Excess tax benefits from stock-based compensation arrangements |                |   | 638        |   |                            |         |              |   |                   |  
|                     | Other financing activities                                     |                |   |           |   |                            | (5,588   | )            |   | (2,391             | )
|                     |                                                                |                |   |            |   |                            |          |              |   |                    |  
|                     | Cash provided by (used for) financing activities               |                |   |           |   |                            | (269,871 | )            |   | 32,106             |  
|                     | Effect of exchange rate changes on cash and cash equivalents   |                |   |           |   |                            |         |              |   | 1,032              |  
|                     | Increase (decrease) in cash                                    |                |   |           |   |                            | (6,054   | )            |   | 66,681             |  
|                     | Cash at beginning of period                                    |                |   |           |   |                            | 4,418    |              |   | 130,815            |  
|                     |                                                                |                |   |            |   |                            |          |              |   |                    |  
|                     | Cash at end of period                                          |                | $ |           |   | $                          | (1,636   | )            | $ | 197,496            |  
|                     |                                                                |                |   |            |   |                            |          |              |   |                    |  

30

---



UNAUDITED CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS  FOR THE THREE MONTHS ENDED MARCH 31, 2005  (In thousands)

|                     |                                                              | Sabre
Holdings |   | Sabre
Inc. |   | Non-Guarantor
Subsidiaries |         | Eliminations |   | Sabre
Consolidated |  
|-------------------- | ------------------------------------------------------------ | -------------- | - | ---------- | - | -------------------------- | ------- | ------------ | - | ------------------ | -
|Operating Activities |                                                              |                |   |            |   |                            |         |              |   |                    |  
|                     | Cash provided by (used for) operating activities             |                | $ |           |   | $                          | 45,981  |              | $ | (5,898             | )
|Investing Activities |                                                              |                |   |            |   |                            |         |              |   |                    |  
|                     | Additions to property and equipment                          |                |   |           |   |                            | (11,444 | )            |   | (5,740             | )
|                     | Net sales of marketable securities                           |                |   |           |   |                            | 92,658  |              |   | 9,810              |  
|                     | Proceeds from sale of investment                             |                |   |           |   |                            |        |              |   | 26,013             |  
|                     | Acquisitions (net of cash acquired)                          |                |   |           |   |                            | (61,022 | )            |   |                   |  
|                     | Other investing activities                                   |                |   |           |   |                            |        |              |   | (12,538            | )
|                     |                                                              |                |   |            |   |                            |         |              |   |                    |  
|                     | Cash provided by investing activities                        |                |   |           |   |                            | 20,192  |              |   | 17,545             |  
|Financing Activities |                                                              |                |   |            |   |                            |         |              |   |                    |  
|                     | Proceeds from issuance of Common Stock                       |                |   | 2,691      |   |                            |        |              |   |                   |  
|                     | Dividends paid                                               |                |   | (11,894    | ) |                            |        |              |   |                   |  
|                     | Contributions (distributions) from affiliates, net           |                |   | 72,416     |   |                            | (72,416 | )            |   |                   |  
|                     | Purchases of treasury stock                                  |                |   | (63,213    | ) |                            |        |              |   |                   |  
|                     | Other financing activities                                   |                |   |           |   |                            | (521    | )            |   | 449                |  
|                     |                                                              |                |   |            |   |                            |         |              |   |                    |  
|                     | Cash provided by (used for) financing activities             |                |   |           |   |                            | (72,937 | )            |   | 449                |  
|                     | Effect of exchange rate changes on cash and cash equivalents |                |   |           |   |                            |        |              |   | (982               | )
|                     | Increase (decrease) in cash                                  |                |   |           |   |                            | (6,764  | )            |   | 11,114             |  
|                     | Cash at beginning of period                                  |                |   |           |   |                            | 7,467   |              |   | 42,204             |  
|                     |                                                              |                |   |            |   |                            |         |              |   |                    |  
|                     | Cash at end of period                                        |                | $ |           |   | $                          | 703     |              | $ | 53,318             |  
|                     |                                                              |                |   |            |   |                            |         |              |   |                    |  

31

---





Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations



Overview of Business



32

---





Business Trends



33

---





34

---





35

---







Components of Revenues and Expenses



36

---





Matters affecting comparability:



Year
acquired

Entity

Segment

Purchase price
(in millions)2006

Zuji Holdings Limited(1)
TRAMS, Inc.

Travelocity
Sabre Travel Network

$$
35
222005

SynXis Corporation
lastminute.com plc

Sabre Travel Network
Travelocity

$$
41
1,174


---





37

---





Financial Results



|                                     |  | Three Months Ended March 31,
|------------------------------------ |  | ----------------------------
|
|
|Segment revenues                     |  | $                           
|Cost of revenues                     |  |                             
|Amortization of purchased technology |  |                             
|                                     |  |                             
|Gross profit                         |  |                             
|                                     |  |                             
|Selling, general & administrative    |  |                             
|Amortization of intangible assets    |  |                             
|                                     |  |                             
|Operating income (loss)              |  | $                           
|                                     |  |                             

38

---



Three Months Ended March 31, 2006 and 2005

|                       |  | Three Months Ended March 31, |        
|---------------------- |  | ---------------------------- | -------
|
|
|
|Revenues               |  | $                            | 747,771
|Total cost of revenues |  |                              | 490,039



39

---



Sabre Travel Network

Three Months Ended March 31,2006

2005

change

% change(thousands)Segment revenues

$
448,516

$
419,807

$
28,709

6.8
%Cost of revenues


312,991


273,970


39,021

14.2
%Amortization of purchased technology


983


1,405


(422
)
(30.0
)%Gross profit


134,542


144,432


(9,890
)
(6.8
)%Selling, general & administrative


63,994


64,463


(469
)
(0.7
)%Amortization of intangible assets


2,815


3,890


(1,075
)
(27.6
)%Operating income

$
67,733

$
76,079

$
(8,346
)
(11.0
)%






40

---





Travelocity

Three Months Ended March 31,2006

2005

change

% change(thousands)Segment revenues

$
234,430

$
147,077

$
87,353

59.4
%Cost of revenues


119,129


69,647


49,482

71.0
%Amortization of purchased technology


7,537


543


6,994

1288.0
%Gross profit


107,764


76,887


30,877

40.2
%Selling, general & administrative


135,272


89,665


45,607

50.9
%Amortization of intangible assets


6,628


1,460


5,168

354.0
%Operating loss

$
(34,136
)
$
(14,238
)
$
19,898

139.8
%




41

---





42

---









Sabre Airline Solutions

Three Months Ended March 31,2006

2005

change

% change(thousands)Segment revenues

$
64,825

$
62,773

$
2,052

3.3
%Cost of revenues


48,853


42,535


6,318

14.9
%Amortization of purchased technology


160


147


13

8.8
%Gross profit


15,812


20,091


(4,279
)
(21.3
)%Selling, general & administrative


10,630


10,168


462

4.5
%Amortization of intangible assets


480


583


(103
)
(17.7
)%Operating income

$
4,702

$
9,340

$
(4,638
)
(49.7
)%


43

---





Three Months Ended March 31,2006

2005

change

% change(thousands)Operating income

$
37,926

$
71,194

$
(33,268
)
(46.7
)%Interest income


3,979


4,369


(390
)
(8.9
)%Interest expense


(19,766
)

(7,614
)

12,152

159.6
%Gain on sale of investment





20,594


(20,594
)
(100.0
)%Other, net


4,585


609


3,976

652.9
%Less: Provision for income taxes


9,917


31,471


(21,554
)
(68.5
)%Net earnings

$
16,807

$
57,681

$
(40,874
)
(70.9
)%


44

---



Interest Income



Interest Expense



Gain on Sale of Investments



Other, net



Income Taxes



Net Earnings



45

---



SABRE HOLDINGS CORPORATION

LIQUIDITY AND CAPITAL RESOURCES



46

---





Declaration Date

Payable Date

Amount per Share2005:February 1, 2005

February 28, 2005

$
0.090May 3, 2005

May 26, 2005


0.090July 26, 2005

August 18, 2005


0.090November 1, 2005

November 29, 2005


0.0902006:January 30, 2006

February 28, 2006

$
0.100May 1, 2006

May 25, 2006


0.100




Financing Arrangements



47

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Covenant

Requirement

Level at
March 31,
2006Consolidated Leverage Ratio (Debt to EBITDA)

3.75 to 1 maximum

2.94Consolidated Net Worth

$1.3 billion

$1.7 billion


48

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As amended on July 22, 2005

RequirementConsolidated Leverage Ratio (Debt to EBITDA) for the quarters ended:July 22, 2005 through March 31, 2006

3.75 to 1 maximumJune 30, 2006 through September 30, 2006

3.50 to 1 maximumDecember 31, 2006 through March 31, 2007

3.25 to 1 maximumJune 30, 2007 and thereafter

3.00 to 1 maximum




Three Months Ended March 31,2006

2005Cash provided by operating activities

$
112,670

$
40,083Cash provided by investing activities


184,690


37,737Cash used for financing activities


(237,765
)

(72,488
)Effect of exchange rate changes on cash and cash equivalents


1,032


(982
)Total cash increase

$
60,627

$
4,350




49

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50

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Sabre Holdings stock price

$23.62Sabre Holdings implied volatility

27.41
%Sabre Holdings dividend yield

1.67
%Risk free rate

4.63%-4.65
%




51

---





Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk



Foreign Currency Risk



52

---





Item 4. Controls and Procedures



53

---





54

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55

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PART II: OTHER INFORMATION

Item 1. Legal Proceedings



Item 1A. Risk Factors



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)-(b)    None.



56

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|Period                               |  | Total Number
of Shares
Purchased |  | Weighted
Average
Price Paid
per Share |  | Total Number of
Shares Purchased as
Part of Publicly
Announced Programs |  | Maximum Dollar Value
of Shares That May Yet
be Purchased Under
the Program(1)
|------------------------------------ |  | -------------------------------- |  | ------------------------------------- |  | ----------------------------------------------------------------------- |  | -----------------------------------------------------------------------------
|January 1, 2006-January 31, 2006     |  |                                 |  |                                      |  |                                                                        |  | $                                                                            
|February 1, 2006-February 28, 2006   |  |                                 |  |                                      |  |                                                                        |  | $                                                                            
|March 1, 2006-March 31, 2006         |  |                                 |  |                                      |  |                                                                        |  | $                                                                            
|                                     |  |                                  |  |                                       |  |                                                                         |  |                                                                              
|Total First Quarter 2006 Repurchases |  |                                 |  |                                       |  |                                                                        |  |                                                                              
|                                     |  |                                  |  |                                       |  |                                                                         |  |                                                                              

---

Item 3. Defaults Upon Senior Securities



Item 4. Submission of Matters to a Vote of Security Holders



Item 5. Other Information



Item 6. Exhibits

The
following exhibits are included herein:

The
exhibits listed in items 10.5 through 10.13, consist of management contracts or compensatory plans or arrangements



57

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---

58

---





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.

|Date: May 5, 2006 |  | SABRE HOLDINGS CORPORATION
|----------------- |  | --------------------------
|                  |  | By:                       
|                  |  | By:                       

59

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