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

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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, 2003.
|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.

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GRAPHICSABRE 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)

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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 Yes ý    No o

Indicate
by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act). Yes ý    No o

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

Class A
Common Stock, $.01 par value143,277,617 as of May 9, 2003

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INDEX
SABRE HOLDINGS CORPORATION



|PART I:        | FINANCIAL INFORMATION                                                                      |    | 3 
|-------------- | ------------------------------------------------------------------------------------------ | -- | --
|Item 1.        | Financial Statements (Unaudited)                                                           |    | 3 
|               | Consolidated Balance SheetsMarch 31, 2003 and December 31, 2002                           |    | 3 
|               | Consolidated Statements of IncomeThree months ended March 31, 2003 and 2002               |    | 4 
|               | Condensed Consolidated Statement of Stockholders' EquityThree months ended March 31, 2003 |    | 5 
|               | Consolidated Statements of Cash FlowsThree months ended March 31, 2003 and 2002           |    | 6 
|               | Notes to Consolidated Financial Statements                                                 |    | 7 
|Item 2.        | Management's Discussion and Analysis of Financial Condition and Results of Operations      |    | 28
|Item 3.        | Quantitative and Qualitative Disclosures About Market Risk                                 |    | 42
|Item 4.        | Controls and Procedures                                                                    |    | 42
|PART II:       | OTHER INFORMATION                                                                          |    | 43
|Item 1.        | Legal Proceedings                                                                          |    | 43
|Item 6.        | Exhibits and Reports on Form 8-K                                                           |    | 44
|SIGNATURE      |                                                                                            | 46
|Certifications |                                                                                            | 47

2

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

SABRE HOLDINGS CORPORATION  CONSOLIDATED BALANCE SHEETS  (Unaudited) (In thousands)

|                                           |                                                                                                                                                           | March 31,
2003                             |         | December 31,
2002 |          
|------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | ----------------- | ---------
|Assets                                     |                                                                                                                                                           |                                            |         |                   |          
|Current assets                             |                                                                                                                                                           |                                            |         |                   |          
|                                           | Cash                                                                                                                                                      |                                            | $       | 30,436            |          
|                                           | Marketable securities                                                                                                                                     |                                            |         | 896,433           |          
|                                           | Accounts receivable, net                                                                                                                                  |                                            |         | 372,982           |          
|                                           | Prepaid expenses and other current assets                                                                                                                 |                                            |         | 94,898            |          
|                                           | Deferred income taxes                                                                                                                                     |                                            |         | 17,964            |          
|                                           |                                                                                                                                                           |                                            |         |                   |          
|                                           |                                                                                                                                                           | Total current assets                       |         |                   | 1,412,713
|Property and equipment                     |                                                                                                                                                           |                                            |         |                   |          
|                                           | Buildings and leasehold improvements                                                                                                                      |                                            |         | 153,731           |          
|                                           | Furniture, fixtures and equipment                                                                                                                         |                                            |         | 44,555            |          
|                                           | Computer software and equipment                                                                                                                           |                                            |         | 256,351           |          
|                                           |                                                                                                                                                           |                                            |         |                   |          
|                                           |                                                                                                                                                           |                                            | 454,637 |                   |          
|                                           | Less accumulated depreciation and amortization                                                                                                            |                                            |         | (212,129          | )        
|                                           |                                                                                                                                                           |                                            |         |                   |          
|                                           |                                                                                                                                                           | Total property and equipment               |         |                   | 242,508  
|Investments in joint ventures              |                                                                                                                                                           |                                            | 187,389 |                   |          
|Goodwill and intangible assets, net        |                                                                                                                                                           |                                            | 842,869 |                   |          
|Other assets, net                          |                                                                                                                                                           |                                            | 144,115 |                   |          
|                                           |                                                                                                                                                           |                                            |         |                   |          
|                                           |                                                                                                                                                           | Total assets                               |         | $                 | 2,829,594
|                                           |                                                                                                                                                           |                                            |         |                   |          
|Liabilities and stockholders' equity       |                                                                                                                                                           |                                            |         |                   |          
|Current liabilities                        |                                                                                                                                                           |                                            |         |                   |          
|                                           | Accounts payable                                                                                                                                          |                                            | $       | 168,872           |          
|                                           | Accrued compensation and related benefits                                                                                                                 |                                            |         | 37,877            |          
|                                           | Accrued subscriber incentives                                                                                                                             |                                            |         | 63,154            |          
|                                           | Deferred revenues                                                                                                                                         |                                            |         | 52,263            |          
|                                           | Other accrued liabilities                                                                                                                                 |                                            |         | 167,087           |          
|                                           |                                                                                                                                                           |                                            |         |                   |          
|                                           |                                                                                                                                                           | Total current liabilities                  |         |                   | 489,253  
|Deferred income taxes                      |                                                                                                                                                           |                                            | 20,734  |                   |          
|Pensions and other postretirement benefits |                                                                                                                                                           |                                            | 124,528 |                   |          
|Other liabilities                          |                                                                                                                                                           |                                            | 38,830  |                   |          
|Minority interests                         |                                                                                                                                                           |                                            | 10,927  |                   |          
|Notes payable                              |                                                                                                                                                           |                                            | 435,916 |                   |          
|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; 145,841 and 145,164 shares issued at March 31, 2003 and December 31, 2002, respectively |                                            |         | 1,458             |          
|                                           | Additional paid-in capital                                                                                                                                |                                            |         | 1,280,519         |          
|                                           | Retained earnings                                                                                                                                         |                                            |         | 507,009           |          
|                                           | Accumulated other comprehensive loss                                                                                                                      |                                            |         | (17,922           | )        
|                                           | Less treasury stock at cost: 2,441 and 2,480 shares, respectively                                                                                         |                                            |         | (61,658           | )        
|                                           |                                                                                                                                                           |                                            |         |                   |          
|                                           |                                                                                                                                                           | Total stockholders' equity                 |         |                   | 1,709,406
|                                           |                                                                                                                                                           |                                            |         |                   |          
|                                           |                                                                                                                                                           | Total liabilities and stockholders' equity |         | $                 | 2,829,594
|                                           |                                                                                                                                                           |                                            |         |                   |          

See Notes to Consolidated Financial Statements

3

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

|                                         |                                     | Three Months Ended
March 31, |        
|---------------------------------------- | ----------------------------------- | ---------------------------- | -------
|
|Revenues                                 |                                     | $                            | 543,833
|Operating expenses                       |                                     |                              |        
|                                         | Cost of revenues                    |                              |        
|                                         | Selling, general and administrative |                              |        
|                                         | Amortization of intangible assets   |                              |        
|                                         |                                     |                              |        
|                                         |                                     | Total operating expenses     |        
|Operating income                         |                                     |                              | 103,894
|Other income (expense)                   |                                     |                              |        
|                                         | Interest income                     |                              |        
|                                         | Interest expense                    |                              |        
|                                         | Other, net                          |                              |        
|                                         |                                     |                              |        
|                                         |                                     | Total other income (expense) |        
|Minority interests                       |                                     |                              | (627   
|                                         |                                     |                              |        
|Income before provision for income taxes |                                     |                              | 102,635
|Provision for income taxes               |                                     |                              | 37,756 
|                                         |                                     |                              |        
|Net earnings                             |                                     | $                            | 64,879 
|                                         |                                     |                              |        
|Earnings per common share                |                                     |                              |        
|                                         | Basic                               |                              | $      
|                                         |                                     |                              |        
|                                         | Diluted                             |                              | $      
|                                         |                                     |                              |        

See
Notes to Consolidated Financial Statements

4

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SABRE HOLDINGS CORPORATION  CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY  THREE MONTHS ENDED MARCH 31, 2003  (Unaudited) (In thousands)

|                                                                                                                                         |                                                                                             | Class A
Common
Stock |       | Additional
Paid-in
Capital |   | Retained
Earnings |   | Accumulated
Other
Comprehensive
Loss |         | Treasury
Stock |   | Total   |       
|---------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------- | -------------------- | ----- | -------------------------- | - | ----------------- | - | ------------------------------------ | ------- | -------------- | - | ------- | ------
|Balance at December 31, 2002                                                                                                             |                                                                                             | $                    | 1,451 |                            | $ | 1,276,662         |   | $                                    | 442,130 |                | $ | (16,024 | )     
|Issuance of 677 shares of Class A
    common stock pursuant to stock
    option, restricted stock incentive
    and stock purchase plans |                                                                                             |                      | 7     |                            |   | (884              | ) |                                      |        |                |   |        |       
|Tax benefit from exercise of employee
    stock options                                                                                  |                                                                                             |                      |      |                            |   | 93                |   |                                      |        |                |   |        |       
|Stock based compensation for
    employees                                                                                               |                                                                                             |                      |      |                            |   | 4,648             |   |                                      |        |                |   |        |       
|Comprehensive income:                                                                                                                    |                                                                                             |                      |       |                            |   |                   |   |                                      |         |                |   |         |       
|                                                                                                                                         | Net earnings                                                                                |                      |       |                           |   |                   |  |                                      |         | 64,879         |   |         |      
|                                                                                                                                         | Unrealized loss on foreign currency
    forward contracts, net of deferred
    income taxes |                      |       |                           |   |                   |  |                                      |         |               |   |         | (1,637
|                                                                                                                                         | Unrealized loss on investments, net
    of deferred income taxes                            |                      |       |                           |   |                   |  |                                      |         |               |   |         | (453  
|                                                                                                                                         | Unrealized foreign currency
    translation gain                                            |                      |       |                           |   |                   |  |                                      |         |               |   |         | 192   
|                                                                                                                                         |                                                                                             |                      |       |                            |   |                   |   |                                      |         |                |   |         |       
|Total comprehensive income                                                                                                               |                                                                                             |                      |       |                            |   |                   |   |                                      |         |                |   |         |       
|                                                                                                                                         |                                                                                             |                      |       |                            |   |                   |   |                                      |         |                |   |         |       
|Balance at March 31, 2003                                                                                                                |                                                                                             | $                    | 1,458 |                            | $ | 1,280,519         |   | $                                    | 507,009 |                | $ | (17,922 | )     
|                                                                                                                                         |                                                                                             |                      |       |                            |   |                   |   |                                      |         |                |   |         |       

See Notes to Consolidated Financial Statements.

5

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

|                                                                                |                                              | Three Months Ended March 31,                   |           
|------------------------------------------------------------------------------- | -------------------------------------------- | ---------------------------------------------- | ----------
|
|Operating Activities                                                            |                                              |                                                |           
|Net earnings                                                                    |                                              | $                                              | 64,879    
|Adjustments to reconcile net earnings to cash provided by operating activities: |                                              |                                                |           
|                                                                                | Depreciation and amortization                |                                                |           
|                                                                                | Stock compensation                           |                                                |           
|                                                                                | Deferred income taxes                        |                                                |           
|                                                                                | Tax benefit from exercise of stock options   |                                                |           
|                                                                                | Minority interests                           |                                                |           
|                                                                                | Gain on sale of former headquarters building |                                                |           
|                                                                                | Other                                        |                                                |           
|                                                                                | Changes in operating assets and liabilities: |                                                |           
|                                                                                |                                              | Accounts receivable                            |           
|                                                                                |                                              | Prepaid expenses                               |           
|                                                                                |                                              | Other assets                                   |           
|                                                                                |                                              | Accrued compensation and related benefits      |           
|                                                                                |                                              | Accounts payable and other accrued liabilities |           
|                                                                                |                                              | Pensions and other postretirement benefits     |           
|                                                                                |                                              | Other liabilities                              |           
|                                                                                |                                              |                                                |           
|                                                                                | Cash provided by operating activities        |                                                |           
|Investing Activities                                                            |                                              |                                                |           
|Additions to property and equipment                                             |                                              |                                                | (23,971   
|Business combinations, net of cash acquired                                     |                                              |                                                | (10,161   
|Proceeds from sale of former headquarters building                              |                                              |                                                |          
|Proceeds from sale of minority interest in Sabre Pacific                        |                                              |                                                |          
|Purchases of marketable securities                                              |                                              |                                                | (1,611,913
|Sales of marketable securities                                                  |                                              |                                                | 1,605,996 
|Other investing activities, net                                                 |                                              |                                                | 5,303     
|                                                                                |                                              |                                                |           
|                                                                                | Cash used for investing activities           |                                                |           
|Financing Activities                                                            |                                              |                                                |           
|Proceeds from issuance of common stock                                          |                                              |                                                | 106       
|Other financing activities, net                                                 |                                              |                                                | (1,010    
|                                                                                |                                              |                                                |           
|                                                                                | Cash used for financing activities           |                                                |           
|                                                                                |                                              |                                                |           
|Increase in cash                                                                |                                              |                                                | 9,260     
|Cash at beginning of period                                                     |                                              |                                                | 21,176    
|                                                                                |                                              |                                                |           
|Cash at end of period                                                           |                                              | $                                              | 30,436    
|                                                                                |                                              |                                                |           

See Notes to Consolidated Financial Statements

6

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SABRE HOLDINGS CORPORATION  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

1.     General Information



2.     Summary of Significant Accounting Policies



7

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8

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9

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Three Months Ended
March 31,2003

2002Denominator for basic earnings per
    common shareweighted-average shares

142,411

133,320Dilutive effect of stock awards and options

217

3,159Denominator for diluted earnings per common
    shareadjusted weighted-average shares

142,628

136,479




10

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For the three months ended March 31,2003

2002Net earnings as reported

$
64,879

$
87,387Add stock compensation expense
    determined under intrinsic value
    method, net of income taxes


2,870


1,720Less total stock-based employee
    compensation expense determined
    under fair value based method for all awards,
    net of income taxes


(11,365
)

(11,977
)Pro forma net earnings

$
56,384

$
77,130Net earnings per common share, as reported:Basic

$
.46

$
.66Diluted

$
.45

$
.64Net earnings per common share, pro forma:Basic

$
.40

$
.58Diluted

$
.40

$
.57




11

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3.     Significant Events



12

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Minority interest assumed

$
252,597Deferred income tax asset, net


21,665Distributor agreements (weighted average life of 3 years)


18,016Supplier agreements (weighted average life of 3 years)


2,192Proprietary software (weighted average life of 3 years)


2,256Customer database (weighted average life of 7 years)


3,739Trademark, tradename and domain name (indefinite life)


13,698Goodwill


160,146Total purchase price

$
474,309




13

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Working capital acquired

$
1,770Property and equipment and other non-current assets


824Software


1,352Non-current liabilities


(75
)Supplier agreements (weighted average life of 1.5 years)


900Trademark, tradename and domain name (indefinite life)


600Goodwill


38,232Total purchase price

$
43,603




Pro Forma Statement of Operations Data



Three Months Ended
March 31, 2002Revenues

$
549,358Net earnings

$
84,499Earnings per common shareBasic

$
.63Diluted

$
.62




14

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Estimated cost of 2002 workforce reduction

$
15,791Amounts paid in 2002


(4,377
)Remaining liability at December 31, 2002


11,414Amounts paid in three months ended March 31, 2003


(9,348
)Remaining liability at March 31, 2003

$
2,066




4.     Income Taxes



Three Months Ended
March 31,2003

2002Income tax provision at statutory federal income tax rate

$
35,922

$
49,716State income taxes, net of federal benefit


2,849


4,308Other, net


(1,015
)

636Total provision for income taxes

$
37,756

$
54,660


5.     Derivatives



15

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16

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Assets atMarch 31, 2003

December 31, 2002Hotels.com warrants

$
2,336

$
2,213Foreign currency forwards


4,698


7,019Interest rate swaps


21,966


21,397$
29,000

$
30,629




6.     Segment Reporting



17

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Three Months Ended
March 31,2003

2002Revenues from external customers:Sabre Travel Network

$
416,864

$
424,807Travelocity


62,682


58,180GetThere


11,982


11,630Sabre Airline Solutions


55,479


52,328Total

$
547,007

$
546,945Intersegment revenues:Sabre Travel Network

$
6,326

$
6,024Travelocity


22,616


16,316GetThere


316


161Total

$
29,258

$
22,501Equity in net income (loss)
    of equity method investees:Sabre Travel Network

$
2,117

$
3,244Travelocity


(5,291
)

(831
)Total

$
(3,174
)
$
2,413Total consolidated revenues:Sabre Travel Network

$
425,307

$
434,075Travelocity


80,007


73,665GetThere


12,298


11,791Sabre Airline Solutions


55,479


52,328Elimination of intersegment revenues


(29,258
)

(22,501
)Total

$
543,833

$
549,358Segment operating income (loss)
    excluding special items:Sabre Travel Network

$
89,740

$
136,412Travelocity


(5,476
)

6,031GetThere


(5,577
)

(9,173
)Sabre Airline Solutions


3,758


6,958Net corporate allocations


201


277Total

$
82,646

$
140,505


18

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6.     Segment Reporting (Continued)



Three Months Ended
March 31,2003

2002Sabre Travel Network:Settlements from cancelled subscriber contracts

$
(36,458
)
$
Intangible assets amortization


3,097


5,970Stock compensation


16


142Total Sabre Travel Network


(33,345
)

6,112Travelocity:Intangible assets amortization


2,795


660Stock compensation


2,342


293Tender offer expenses





6,776Total Travelocity


5,137


7,729GetThere:Intangible assets amortization


6,105


6,606Stock compensation


855


64Total GetThere


6,960


6,670Total special items

$
(21,248
)
$
20,511Consolidated operating income (loss):Sabre Travel Network

$
123,085

$
130,300Travelocity


(10,613
)

(1,698
)GetThere


(12,537
)

(15,843
)Sabre Airline Solutions


3,758


6,958Corporate Allocations


201


277Total

$
103,894

$
119,994


7.     Supplemental Guarantor/Non-Guarantor Financial Information



19

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20

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UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS
MARCH 31, 2003
(in thousands)

|                                               |                                                | Sabre
Holdings            |           | Sabre Inc. |           | Non-
Guarantor
Subsidiaries |            | Eliminating
Entries |           | Sabre
Consolidated
|---------------------------------------------- | ---------------------------------------------- | ------------------------- | --------- | ---------- | --------- | --------------------------- | ---------- | ------------------- | --------- | ------------------
|Assets                                         |                                                |                           |           |            |           |                             |            |                     |           |                   
|Current assets                                 |                                                |                           |           |            |           |                             |            |                     |           |                   
|                                               | Cash and marketable securities                 |                           | $         |           |           | $                           | 906,330    |                     | $         | 20,539            
|                                               | Accounts receivabletrade, net                 |                           |           |           |           |                             | 271,064    |                     |           | 101,918           
|                                               | Intercompany accounts receivable
    (payable) |                           |           | 1,540,513  |           |                             | (2,085,445 | )                   |           | 544,932           
|                                               | Prepaid expenses and other current
    assets  |                           |           |           |           |                             | 32,214     |                     |           | 62,684            
|                                               | Deferred income taxes                          |                           |           |           |           |                             | 17,914     |                     |           | 50                
|                                               |                                                |                           |           |            |           |                             |            |                     |           |                   
|                                               |                                                | Total current assets      |           |            | 1,540,513 |                             |            | (857,923            | )         |                   
|Property and equipment, net                    |                                                |                           |          |            |           | 188,017                     |            |                     | 54,491    |                   
|Investments in joint ventures                  |                                                |                           |          |            |           | 18,205                      |            |                     | 169,184   |                   
|Goodwill and intangible assets, net            |                                                |                           |          |            |           | 9,898                       |            |                     | 832,971   |                   
|Investments in subsidiaries                    |                                                |                           | 583,872   |            |           | 1,682,787                   |            |                     |          |                   
|Other assets, net                              |                                                |                           | 24,549    |            |           | 80,390                      |            |                     | 39,176    |                   
|                                               |                                                |                           |           |            |           |                             |            |                     |           |                   
|Total assets                                   |                                                | $                         | 2,148,934 |            | $         | 1,121,374                   |            | $                   | 1,825,945 |                   
|                                               |                                                |                           |           |            |           |                             |            |                     |           |                   
|Liabilities and stockholders' equity           |                                                |                           |           |            |           |                             |            |                     |           |                   
|Current liabilities                            |                                                |                           |           |            |           |                             |            |                     |           |                   
|                                               | Accounts payable                               |                           | $         | 4          |           | $                           | 138,015    |                     | $         | 30,853            
|                                               | Accrued compensation and related
    benefits  |                           |           |           |           |                             | 26,132     |                     |           | 11,745            
|                                               | Other accrued liabilities                      |                           |           | 2,963      |           |                             | 186,119    |                     |           | 93,422            
|                                               |                                                |                           |           |            |           |                             |            |                     |           |                   
|                                               |                                                | Total current liabilities |           |            | 2,967     |                             |            | 350,266             |           |                   
|Deferred income taxes                          |                                                |                           |          |            |           | 52,555                      |            |                     | (31,821   | )                 
|Pensions and other postretirement
    benefits |                                                |                           |          |            |           | 123,538                     |            |                     | 990       |                   
|Other liabilities                              |                                                |                           | 645       |            |           | 11,143                      |            |                     | 27,042    |                   
|Minority interests                             |                                                |                           |          |            |           |                            |            |                     | 10,927    |                   
|Notes payable                                  |                                                |                           | 435,916   |            |           |                            |            |                     |          |                   
|Stockholders' equity                           |                                                |                           | 1,709,406 |            |           | 583,872                     |            |                     | 1,682,787 |                   
|                                               |                                                |                           |           |            |           |                             |            |                     |           |                   
|Total liabilities and stockholders'
    equity |                                                | $                         | 2,148,934 |            | $         | 1,121,374                   |            | $                   | 1,825,945 |                   
|                                               |                                                |                           |           |            |           |                             |            |                     |           |                   

21

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UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS
DECEMBER 31, 2002
(in thousands)

|                                               |                                                | Sabre
Holdings            |           | Sabre Inc. |           | Non-
Guarantor
Subsidiaries |            | Eliminating
Entries |           | Sabre
Consolidated
|---------------------------------------------- | ---------------------------------------------- | ------------------------- | --------- | ---------- | --------- | --------------------------- | ---------- | ------------------- | --------- | ------------------
|Assets                                         |                                                |                           |           |            |           |                             |            |                     |           |                   
|Current assets                                 |                                                |                           |           |            |           |                             |            |                     |           |                   
|                                               | Cash and marketable securities                 |                           | $         |           |           | $                           | 898,958    |                     | $         | 12,802            
|                                               | Accounts receivabletrade, net                 |                           |           |           |           |                             | 223,216    |                     |           | 75,282            
|                                               | Intercompany accounts receivable
    (payable) |                           |           | 1,532,426  |           |                             | (2,094,913 | )                   |           | 562,487           
|                                               | Prepaid expenses and other current
    assets  |                           |           |           |           |                             | 38,994     |                     |           | 46,663            
|                                               | Deferred income taxes                          |                           |           |           |           |                             | 15,678     |                     |           | 50                
|                                               |                                                |                           |           |            |           |                             |            |                     |           |                   
|                                               |                                                | Total current assets      |           |            | 1,532,426 |                             |            | (918,067            | )         |                   
|Property and equipment, net                    |                                                |                           |          |            |           | 187,783                     |            |                     | 52,289    |                   
|Investments in joint ventures                  |                                                |                           |          |            |           | 11,892                      |            |                     | 184,833   |                   
|Deferred income taxes                          |                                                |                           |          |            |           | (38,267                     | )          |                     | 38,267    |                   
|Goodwill and intangible assets, net            |                                                |                           |          |            |           | 10,605                      |            |                     | 845,078   |                   
|Investments in subsidiaries                    |                                                |                           | 529,892   |            |           | 1,675,167                   |            |                     |          |                   
|Other assets, net                              |                                                |                           | 24,058    |            |           | 89,060                      |            |                     | 39,290    |                   
|                                               |                                                |                           |           |            |           |                             |            |                     |           |                   
|Total assets                                   |                                                | $                         | 2,086,376 |            | $         | 1,018,173                   |            | $                   | 1,857,041 |                   
|                                               |                                                |                           |           |            |           |                             |            |                     |           |                   
|Liabilities and stockholders' equity           |                                                |                           |           |            |           |                             |            |                     |           |                   
|Current liabilities                            |                                                |                           |           |            |           |                             |            |                     |           |                   
|                                               | Accounts payable                               |                           | $         | 88         |           | $                           | 163,071    |                     | $         | 18,775            
|                                               | Accrued compensation and related
    benefits  |                           |           |           |           |                             | 44,752     |                     |           | 10,018            
|                                               | Other accrued liabilities                      |                           |           | 8,381      |           |                             | 169,783    |                     |           | 85,046            
|                                               |                                                |                           |           |            |           |                             |            |                     |           |                   
|                                               |                                                | Total current liabilities |           |            | 8,469     |                             |            | 377,606             |           |                   
|Deferred income taxes                          |                                                |                           |          |            |           | (13,404                     | )          |                     | 27,159    |                   
|Pensions and other postretirement
    benefits |                                                |                           |          |            |           | 115,400                     |            |                     | 905       |                   
|Other liabilities                              |                                                |                           | 564       |            |           | 8,679                       |            |                     | 29,671    |                   
|Minority interests                             |                                                |                           |          |            |           |                            |            |                     | 10,300    |                   
|Notes payable                                  |                                                |                           | 435,765   |            |           |                            |            |                     |          |                   
|Stockholders' equity                           |                                                |                           | 1,641,578 |            |           | 529,892                     |            |                     | 1,675,167 |                   
|                                               |                                                |                           |           |            |           |                             |            |                     |           |                   
|Total liabilities and stockholders'
    equity |                                                | $                         | 2,086,376 |            | $         | 1,018,173                   |            | $                   | 1,857,041 |                   
|                                               |                                                |                           |           |            |           |                             |            |                     |           |                   

22

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UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2003
(in thousands)

|                                                    |                                 | Sabre
Holdings               |        | Sabre Inc. |        | Non-
Guarantor
Subsidiaries |         | Eliminating
Entries |         | Sabre
Consolidated |      
|--------------------------------------------------- | ------------------------------- | ---------------------------- | ------ | ---------- | ------ | --------------------------- | ------- | ------------------- | ------- | ------------------ | -----
|Revenues                                            |                                 | $                            |       |            | $      | 420,167                     |         | $                   | 245,120 |                    | $    
|Operating expenses                                  |                                 |                              | 646    |            |        | 340,796                     |         |                     | 219,951 |                    |      
|                                                    |                                 |                              |        |            |        |                             |         |                     |         |                    |      
|Operating income (loss)                             |                                 |                              | (646   | )          |        | 79,371                      |         |                     | 25,169  |                    |      
|Other income (expense)                              |                                 |                              |        |            |        |                             |         |                     |         |                    |      
|                                                    | Interest income                 |                              |        | 18,750     |        |                             | 3,257   |                     |         | 4,599              |      
|                                                    | Interest expense                |                              |        | (4,382     | )      |                             | (22,449 | )                   |         | (841               | )    
|                                                    | Income (loss) from subsidiaries |                              |        | 55,840     |        |                             | 19,838  |                     |         |                   |      
|                                                    | Other, net                      |                              |        |           |        |                             | 665     |                     |         | (231               | )    
|                                                    |                                 |                              |        |            |        |                             |         |                     |         |                    |      
|                                                    |                                 | Total other income (expense) |        |            | 70,208 |                             |         | 1,311               |         |                    | 3,527
|Minority interests                                  |                                 |                              |       |            |        |                            |         |                     | (627    | )                  |      
|                                                    |                                 |                              |        |            |        |                             |         |                     |         |                    |      
|Income (loss) before provision for
    income taxes |                                 |                              | 69,562 |            |        | 80,682                      |         |                     | 28,069  |                    |      
|                                                    | Provision for income taxes      |                              |        | 4,683      |        |                             | 24,842  |                     |         | 8,231              |      
|                                                    |                                 |                              |        |            |        |                             |         |                     |         |                    |      
|Net income (loss)                                   |                                 | $                            | 64,879 |            | $      | 55,840                      |         | $                   | 19,838  |                    | $    
|                                                    |                                 |                              |        |            |        |                             |         |                     |         |                    |      

23

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UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2002
(in thousands)

|                                                    |                            | Sabre
Holdings               |        | Sabre Inc. |        | Non-
Guarantor
Subsidiaries |         | Eliminating
Entries |         | Sabre
Consolidated |      
|--------------------------------------------------- | -------------------------- | ---------------------------- | ------ | ---------- | ------ | --------------------------- | ------- | ------------------- | ------- | ------------------ | -----
|Revenues                                            |                            | $                            |       |            | $      | 435,897                     |         | $                   | 212,323 |                    | $    
|Operating expenses                                  |                            |                              | 338    |            |        | 338,894                     |         |                     | 188,994 |                    |      
|                                                    |                            |                              |        |            |        |                             |         |                     |         |                    |      
|Operating income (loss)                             |                            |                              | (338   | )          |        | 97,003                      |         |                     | 23,329  |                    |      
|Other income (expense)                              |                            |                              |        |            |        |                             |         |                     |         |                    |      
|                                                    | Interest income            |                              |        | 8,536      |        |                             | 5,722   |                     |         | 5,249              |      
|                                                    | Interest expense           |                              |        | (5,024     | )      |                             | (12,717 | )                   |         | (448               | )    
|                                                    | Income from subsidiaries   |                              |        | 85,296     |        |                             | 20,278  |                     |         |                   |      
|                                                    | Other, net                 |                              |        |           |        |                             | 16,406  |                     |         | 3,482              |      
|                                                    |                            |                              |        |            |        |                             |         |                     |         |                    |      
|                                                    |                            | Total other income (expense) |        |            | 88,808 |                             |         | 29,689              |         |                    | 8,283
|Minority interests                                  |                            |                              |       |            |        |                            |         |                     | 847     |                    |      
|                                                    |                            |                              |        |            |        |                             |         |                     |         |                    |      
|Income (loss) before provision for
    income taxes |                            |                              | 88,470 |            |        | 126,692                     |         |                     | 32,459  |                    |      
|                                                    | Provision for income taxes |                              |        | 1,083      |        |                             | 41,396  |                     |         | 12,181             |      
|                                                    |                            |                              |        |            |        |                             |         |                     |         |                    |      
|Net income (loss)                                   |                            | $                            | 87,387 |            | $      | 85,296                      |         | $                   | 20,278  |                    | $    
|                                                    |                            |                              |        |            |        |                             |         |                     |         |                    |      

24

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UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003
(in thousands)

|                     |                                                                                         | Sabre
Holdings                                       |   | Sabre Inc. |         | Non-
Guarantor
Subsidiaries |            | Eliminating
Entries |   | Sabre
Consolidated |        
|-------------------- | --------------------------------------------------------------------------------------- | ---------------------------------------------------- | - | ---------- | ------- | --------------------------- | ---------- | ------------------- | - | ------------------ | -------
|Operating Activities |                                                                                         |                                                      |   |            |         |                             |            |                     |   |                    |        
|                     | Net earnings                                                                            |                                                      | $ | 64,879     |         | $                           | 55,840     |                     | $ | 19,838             |        
|                     | Adjustments to reconcile net earnings
    to cash provided by operating
    activities: |                                                      |   |            |         |                             |            |                     |   |                    |        
|                     |                                                                                         | Depreciation and amortization                        |   |            |        |                             |            | 12,802              |   |                    | 18,241 
|                     |                                                                                         | Stock compensation                                   |   |            |        |                             |            |                    |   |                    | 4,648  
|                     |                                                                                         | Deferred income taxes                                |   |            |        |                             |            | 26,796              |   |                    | (19,175
|                     |                                                                                         | Tax benefit from exercise of stock options           |   |            | 93      |                             |            |                    |   |                    |       
|                     |                                                                                         | Minority interests                                   |   |            |        |                             |            |                    |   |                    | 627    
|                     |                                                                                         | (Income) loss from subsidiaries                      |   |            | (55,840 | )                           |            | (19,838             | ) |                    |       
|                     |                                                                                         | Other                                                |   |            | (419    | )                           |            | 8,091               |   |                    | 2,186  
|                     |                                                                                         | Changes in operating assets and
    liabilities      |   |            | (10,679 | )                           |            | (62,100             | ) |                    | (1,080 
|                     |                                                                                         |                                                      |   |            |         |                             |            |                     |   |                    |        
|                     |                                                                                         | Cash provided by (used for) operating
    activities |   |            | (1,966  | )                           |            | 21,591              |   |                    | 25,285 
|Investing Activities |                                                                                         |                                                      |   |            |         |                             |            |                     |   |                    |        
|                     | Additions to property and equipment                                                     |                                                      |   |           |         |                             | (17,681    | )                   |   | (6,290             | )      
|                     | Purchases of marketable securities                                                      |                                                      |   |           |         |                             | (1,611,913 | )                   |   |                   |        
|                     | Sales of marketable securities                                                          |                                                      |   |           |         |                             | 1,605,853  |                     |   | 143                |        
|                     | Investments in subsidiaries, net                                                        |                                                      |   | 1,860      |         |                             | 12,218     |                     |   |                   |        
|                     | Business combinations, net of cash
    acquired                                         |                                                      |   |           |         |                             | (10,161    | )                   |   |                   |        
|                     | Other investing activities, net                                                         |                                                      |   |           |         |                             | 3,315      |                     |   | 1,988              |        
|                     |                                                                                         |                                                      |   |            |         |                             |            |                     |   |                    |        
|                     |                                                                                         | Cash provided by (used for)
    investing activities |   |            | 1,860   |                             |            | (18,369             | ) |                    | (4,159 
|Financing Activities |                                                                                         |                                                      |   |            |         |                             |            |                     |   |                    |        
|                     | Distributions to affiliates                                                             |                                                      |   |           |         |                             | (1,860     | )                   |   | (12,218            | )      
|                     | Proceeds from issuance of
    common stock                                              |                                                      |   | 106        |         |                             |           |                     |   |                   |        
|                     | Other financing activities, net                                                         |                                                      |   |           |         |                             |           |                     |   | (1,010             | )      
|                     |                                                                                         |                                                      |   |            |         |                             |            |                     |   |                    |        
|                     |                                                                                         | Cash provided by (used for)
    financing activities |   |            | 106     |                             |            | (1,860              | ) |                    | (13,228
|                     |                                                                                         |                                                      |   |            |         |                             |            |                     |   |                    |        
|                     | Increase in cash                                                                        |                                                      |   |           |         |                             | 1,362      |                     |   | 7,898              |        
|                     | Cash at beginning of period                                                             |                                                      |   |           |         |                             | 9,219      |                     |   | 11,957             |        
|                     |                                                                                         |                                                      |   |            |         |                             |            |                     |   |                    |        
|                     | Cash at end of period                                                                   |                                                      | $ |           |         | $                           | 10,581     |                     | $ | 19,855             |        
|                     |                                                                                         |                                                      |   |            |         |                             |            |                     |   |                    |        

25

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UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2002
(in thousands)

|                     |                                                                                         | Sabre
Holdings                                       |   | Sabre Inc. |         | Non-
Guarantor
Subsidiaries |          | Eliminating
Entries |   | Sabre
Consolidated |        
|-------------------- | --------------------------------------------------------------------------------------- | ---------------------------------------------------- | - | ---------- | ------- | --------------------------- | -------- | ------------------- | - | ------------------ | -------
|Operating Activities |                                                                                         |                                                      |   |            |         |                             |          |                     |   |                    |        
|                     | Net earnings                                                                            |                                                      | $ | 87,387     |         | $                           | 85,296   |                     | $ | 20,278             |        
|                     | Adjustments to reconcile net earnings
    to cash provided by operating
    activities: |                                                      |   |            |         |                             |          |                     |   |                    |        
|                     |                                                                                         | Depreciation and amortization                        |   |            |        |                             |          | 7,625               |   |                    | 21,430 
|                     |                                                                                         | Stock compensation                                   |   |            |        |                             |          |                    |   |                    | 2,723  
|                     |                                                                                         | Deferred income taxes                                |   |            |        |                             |          | 44,886              |   |                    | (17,749
|                     |                                                                                         | Tax benefit from exercise of
    stock options       |   |            | 1,919   |                             |          |                    |   |                    |       
|                     |                                                                                         | Minority interests                                   |   |            |        |                             |          |                    |   |                    | (847   
|                     |                                                                                         | (Income) loss from subsidiaries                      |   |            | (85,296 | )                           |          | (20,278             | ) |                    |       
|                     |                                                                                         | Gain on sale of former headquarters
    building     |   |            |        |                             |          | (18,308             | ) |                    |       
|                     |                                                                                         | Other                                                |   |            |        |                             |          | 3,726               |   |                    | 11,608 
|                     |                                                                                         | Changes in operating assets
    and liabilities      |   |            | (9,401  | )                           |          | (34,194             | ) |                    | (20,093
|                     |                                                                                         |                                                      |   |            |         |                             |          |                     |   |                    |        
|                     |                                                                                         | Cash provided by (used for)
    operating activities |   |            | (5,391  | )                           |          | 68,753              |   |                    | 17,350 
|Investing Activities |                                                                                         |                                                      |   |            |         |                             |          |                     |   |                    |        
|                     | Additions to property and equipment                                                     |                                                      |   |           |         |                             | (8,890   | )                   |   | (3,242             | )      
|                     | Purchases of marketable securities                                                      |                                                      |   |           |         |                             | (540,795 | )                   |   | (119,555           | )      
|                     | Sales of marketable securities                                                          |                                                      |   |           |         |                             | 368,896  |                     |   | 139,463            |        
|                     | Investments in subsidiaries, net                                                        |                                                      |   | (4,468     | )       |                             |         |                     |   |                   |        
|                     | Business combinations, net of
    cash acquired                                         |                                                      |   |           |         |                             |         |                     |   | (35,907            | )      
|                     | Proceeds from sale of former headquarters
    building                                  |                                                      |   |           |         |                             | 80,000   |                     |   |                   |        
|                     | Proceeds from sale of minority interest in
    Sabre Pacific                            |                                                      |   |           |         |                             |         |                     |   | 23,466             |        
|                     | Other investing activities, net                                                         |                                                      |   |           |         |                             | 30,283   |                     |   | (5,353             | )      
|                     |                                                                                         |                                                      |   |            |         |                             |          |                     |   |                    |        
|                     |                                                                                         | Cash provided by (used for)
    investing activities |   |            | (4,468  | )                           |          | (70,506             | ) |                    | (1,128 
|Financing Activities |                                                                                         |                                                      |   |            |         |                             |          |                     |   |                    |        
|                     | Contributions from affiliates                                                           |                                                      |   |           |         |                             | 4,468    |                     |   |                   |        
|                     | Proceeds from issuance of common stock                                                  |                                                      |   | 6,915      |         |                             |         |                     |   |                   |        
|                     | Other financing activities, net                                                         |                                                      |   |           |         |                             |         |                     |   | (14,529            | )      
|                     |                                                                                         |                                                      |   |            |         |                             |          |                     |   |                    |        
|                     |                                                                                         | Cash provided by (used for)
    financing activities |   |            | 6,915   |                             |          | 4,468               |   |                    | (14,529
|                     |                                                                                         |                                                      |   |            |         |                             |          |                     |   |                    |        
|                     | Increase (decrease) in cash                                                             |                                                      |   | (2,944     | )       |                             | 2,715    |                     |   | 1,693              |        
|                     | Cash at beginning of period                                                             |                                                      |   |           |         |                             | 8,642    |                     |   | 10,213             |        
|                     |                                                                                         |                                                      |   |            |         |                             |          |                     |   |                    |        
|                     | Cash at end of period                                                                   |                                                      | $ | (2,944     | )       | $                           | 11,357   |                     | $ | 11,906             |        
|                     |                                                                                         |                                                      |   |            |         |                             |          |                     |   |                    |        

26

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8.     Subsequent Events



27

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

SABRE HOLDINGS CORPORATION

RESULTS OF OPERATIONS



28

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Three Months Ended March 31, 2003 and 2002



29

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30

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31

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SABRE HOLDINGS CORPORATION
LIQUIDITY AND CAPITAL RESOURCES



32

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33

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34

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35

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SABRE HOLDINGS CORPORATION
CAUTIONARY STATEMENT



Risk Factors

GENERAL



OUR
REVENUES ARE HIGHLY DEPENDENT ON THE TRAVEL AND TRANSPORTATION INDUSTRIES, AND PARTICULARLY ON THE AIRLINES, AND A PROLONGED SUBSTANTIAL DECREASE IN TRAVEL BOOKINGS VOLUMES COULD ADVERSELY AFFECT
US.





36

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WE
FACE COMPETITION FROM ESTABLISHED AND EMERGING TRAVEL DISTRIBUTION CHANNELS, WHICH COULD DIVERT CUSTOMERS TO OUR COMPETITORS AND ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.



SOME
TRAVEL SUPPLIERS ARE AGGRESSIVELY SEEKING TO BYPASS OUR TRAVEL DISTRIBUTION CHANNELS, WHICH MAY HAVE THE EFFECT OF ADVERSELY AFFECTING OUR RESULTS OF OPERATIONS.



CONSOLIDATION
IN THE TRAVEL AGENCY INDUSTRY AND INCREASED COMPETITION FOR TRAVEL AGENCY SUBSCRIBERS MAY RESULT IN INCREASED EXPENSES, LOST BOOKINGS AND REDUCED REVENUE.



37

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AIRLINES
THAT ARE DIVESTING THEIR OWNERSHIP OF GLOBAL DISTRIBUTION SYSTEMS MIGHT LIMIT THEIR PARTICIPATION IN OUR GLOBAL DISTRIBUTION SYSTEM
SERVICES, WHICH WOULD ADVERSELY AFFECT OUR BOOKING FEE REVENUE AND OUR RESULTS OF OPERATIONS.



SOME
OF OUR COMPETITORS IN THE BUSINESS ARE WELL FUNDED, WHICH MAY GIVE THESE COMPETITORS A COMPETITIVE ADVANTAGE THAT COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.



WE
MAY BE UNSUCCESSFUL IN PURSUING AND INTEGRATING BUSINESS COMBINATIONS AND STRATEGIC ALLIANCES, WHICH COULD RESULT IN INCREASED EXPENDITURES OR CAUSE US TO FAIL TO ACHIEVE ANTICIPATED COST SAVINGS
OR REVENUE GROWTH.



38

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RAPID
TECHNOLOGICAL CHANGES AND NEW DISTRIBUTION CHANNELS OR UNAUTHORIZED USE OF OUR INTELLECTUAL PROPERTY MAY RENDER OUR TECHNOLOGY OBSOLETE OR ADVERSELY AFFECT THE VALUE OF OUR CURRENT OR FUTURE
TECHNOLOGIES TO US AND OUR CUSTOMERS, WHICH COULD CAUSE US TO INCREASE EXPENDITURES TO UPGRADE OUR TECHNOLOGY OR DEVELOP COMPETING PRODUCTS IN NEW DISTRIBUTION CHANNELS AND TO PROTECT THEM.



OUR
SYSTEMS MAY SUFFER FAILURES, CAPACITY CONSTRAINTS AND BUSINESS INTERRUPTIONS, WHICH COULD INCREASE OUR OPERATING COSTS AND CAUSE US TO LOSE CUSTOMERS.



REGULATORY
DEVELOPMENTS COULD LIMIT OUR ABILITY TO COMPETE BY RESTRICTING OUR FLEXIBILITY TO RESPOND TO COMPETITIVE CONDITIONS, WHICH COULD CAUSE OUR CUSTOMERS TO BE DIVERTED TO OUR COMPETITORS AND
ADVERSELY AFFECT OUR REVENUE AND RESULTS OF OPERATION.



39

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WE
FACE TRADE BARRIERS OUTSIDE OF NORTH AMERICA THAT LIMIT OUR ABILITY TO COMPETE, WHICH COULD REQUIRE US TO INCREASE INCENTIVES, REDUCE PRICES, INCREASE SPENDING ON MARKETING OR PRODUCT DEVELOPMENT,
OR OTHERWISE TO TAKE ACTIONS THAT COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.



OUR
INTERNATIONAL OPERATIONS ARE SUBJECT TO OTHER RISKS, WHICH MAY IMPEDE OUR ABILITY TO GROW INTERNATIONALLY AND ADVERSELY AFFECT OUR OVERALL RESULTS OF OPERATIONS.



40

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41

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Item 3. Quantitative and Qualitative Disclosures about Market Risk



Item 4. Controls and Procedures



42

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PART II: OTHER INFORMATION

Item 1. Legal Proceedings

Travelocity.com Shareholder Litigation



43

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Item 6. Exhibits and Reports on Form 8-K

|Exhibit Number |  | Description of Exhibit                                                                                                                                                                                      
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            |  | Restated Certificate of Incorporation of Sabre Holdings Corporation. (1)                                                                                                                                    
|3.2            |  | Restated Bylaws of Sabre Holdings Corporation. (2)                                                                                                                                                          
|10.1           |  | 2003 Director Compensation and Deferred Stock Unit Plan (3)                                                                                                                                                 
|10.2           |  | Form of Sabre Holdings Corporation Cash Award Agreement (3)                                                                                                                                                 
|10.3           |  | Form of Letter Formalizing Involuntary Termination Benefits (3)                                                                                                                                             
|12.1           |  | Sabre Holdings Corporation Computation of Ratio of Earnings to Fixed Charges (3)                                                                                                                            
|99.1           |  | Written statement pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 15, 2003, signed by William J. Hannigan as Chief Executive Officer (4)
|99.2           |  | Written statement pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 15, 2003, signed by Jeffery M. Jackson as Chief Financial Officer (4) 

---

Pursuant
to General Instruction B.2. of Form 8-K, those Forms 8-K listed below which contained only Item 9 disclosures, and consequently such Forms 8-K, are
not incorporated into this Form 10-Q or into any other form or report filed with the Commission into which this Form 10-Q would be incorporated by reference.



44

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45

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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.

|                   |  | SABRE HOLDINGS CORPORATION
|------------------ |  | --------------------------
|                   |  | By:                       
|Date: May 15, 2003 |  |                           

46

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CERTIFICATIONS

I,
William J. Hannigan, certify that:



Date:
May 15, 2003

/s/
William J. Hannigan

William
J. Hannigan
Chairman of the Board, President
and Chief Executive Officer

47

---

I,
Jeffery M. Jackson, certify that:



Date:
May 15, 2003

/s/
Jeffery M. Jackson

Jeffery
M. Jackson
Executive Vice President and
Chief Financial Officer

48

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