Sabre Corporation Reports Second Quarter 2014 Results

            Sabre Corporation Reports Second Quarter 2014 Results

- Strong Adjusted EBITDA Growth Across Core Businesses

- Full Year Adjusted EBITDA and Adjusted EPS Guidance Increased

- Board of Directors Declares $0.09 Quarterly Dividend

PR Newswire

SOUTHLAKE, Texas, Aug. 7, 2014

SOUTHLAKE, Texas, Aug. 7, 2014 /PRNewswire/ --Sabre Corporation (NASDAQ:
SABR) today announced financial results for the quarter ended June 30, 2014.

Sabre logo

"We made solid progress in the second quarter both financially and with our
initiatives focused on leading the technology transformation of the travel
industry," said Tom Klein, Sabre President and CEO. "We saw particularly
strong earnings growth as our customers continue to use our technology to
increase revenue, reduce costs, and deliver unique, personalized experiences
to travelers. Our investments in innovations that allow customers to leverage
data and take advantage of mobile services are setting new industry standards.
The strong first half and continued positive trends give us confidence to
raise Adjusted EBITDA and Adjusted EPS guidance for the year."

Q2 2014 Financial Summary

Sabre reported total consolidated revenue of $718 million for the quarter
ended June 30, 2014, compared to $768 million for the second quarter of 2013.
Consolidated net loss for the second quarter of 2014 totaled $10.9 million,
compared to a net loss of $116.9 million in the year-ago period. For the
second quarter of 2014, Sabre reported a loss per share from continuing
operations of $0.03 per share.

Sabre reported Airline and Hospitality Solutions revenue increased 4.9% to
$187 million from $178 million in the second quarter of 2013. Travel Network
revenue also increased, rising 1.3% to $462 million from $456 million for the
same period of 2013. Sabre, excluding Travelocity, revenue increased 3.6% from
$614 million in the second quarter of 2013 to $637 million in the second
quarter of 2014.

On an adjusted basis, Sabre reported consolidated adjusted revenue of $720
million for the quarter ended June 30, 2014, compared to $768 million for the
second quarter of 2013. Adjusted revenue excludes the amortization of
incentive payments paid under the Expedia strategic marketing agreement
related to the restructuring of Travelocity. Total Company Adjusted EBITDA for
the three months ended June 30, 2014 was $204 million, a 7.2% increase from
$190 million in the prior year period. Sabre reported second quarter 2014
Adjusted Net Income from Continuing Operations (Adjusted EPS) of $0.22 per
share.

              Three Months Ended June 30,             Six Months Ended June 30,
Financial                                                                          %
Highlights    2014           2013          % Change   2014           2013
(in                                                                                Change
thousands):
Total Company
Excluding
Travelocity:
Revenue       $ 636,555      $ 614,296      3.6       $ 1,297,739    $ 1,230,869    5.4
Operating     $ 80,866       $ (55,544)     245.6     $ 176,216      $ 38,097       362.5
Income
Adjusted      $ 212,582      $ 181,041      17.4      $ 421,493      $ 382,490      10.2
EBITDA*
Total Company
Including
Travelocity:
Revenue       $ 717,573      $ 768,232      (6.6)     $ 1,472,983    $ 1,527,576    (3.6)
Net Loss
Attributable    (10,897)       (116,862)    90.7        (13,740)       (132,626)    89.6
to Sabre
Corp.
Adjusted      $ 720,448      $ 768,232      (6.2)     $ 1,477,733    $ 1,527,576    (3.3)
Revenue*
Adjusted      $ 203,707      $ 190,111      7.2       $ 387,423      $ 382,615      1.3
EBITDA*
Cash Flow
from          $ 5,310        $ 78,673       (93.3)    $ 77,508       $ 171,056      (54.7)
Operations
Capital       $ 58,944       $ 58,786       0.3       $ 110,583      $ 111,487      (0.8)
Expenditures
Adjusted
Capital       $ 68,888       $ 75,420       (8.7)     $ 128,180      $ 150,150      (14.6)
Expenditures*
Free Cash     $ (53,634)     $ 19,887       (369.7)   $ (33,075)     $ 59,569       (155.5)
Flow*
Adjusted Free $ 63,219       $ 58,236       8.6       $ 131,172      $ 107,287      22.3
Cash Flow*
Net Debt
(total debt,  $ 2,855,412    $ 3,257,052
less cash)
Net Debt /
LTM Adjusted    3.6x           4.3x
EBITDA
Airline and
Hospitality
Solutions:
Revenue       $ 186,573      $ 177,841      4.9       $ 363,290      $ 340,288      6.8
Passengers      131,450        124,359      5.7         249,066        231,884      7.4
Boarded
Operating     $ 35,855       $ 28,518       25.7      $ 62,317       $ 51,173       21.8
Income
Adjusted      $ 62,554       $ 47,675       31.2      $ 116,015      $ 88,545       31.0
EBITDA*
Travel Network:
Revenue       $ 462,337      $ 456,238      1.3       $ 954,064      $ 931,544      2.4
Air Bookings    81,053         80,708       0.4         170,098        165,953      2.5
Non-air         13,861         13,986       (0.9)       27,460         27,033       1.6
Bookings
Total           94,914         94,694       0.2         197,558        192,986      2.4
Bookings
Bookings        35.6      %    35.8      %              35.5      %    35.5      %
Share
Operating     $ 165,597      $ 162,071      2.2       $ 350,114      $ 346,970      0.9
Income
Adjusted      $ 197,971      $ 188,237      5.2       $ 412,814      $ 398,540      3.6
EBITDA*
Travelocity:
Revenue       $ 81,018       $ 153,936      (47.4)    $ 175,244      $ 296,707      (40.9)
Operating     $ (12,721)     $ 8,449        (250.6)   $ (41,283)     $ (7,464)      (453.1)
Income
Adjusted      $ 83,893       $ 153,936      (45.5)    $ 179,994      $ 296,707      (39.3)
Revenue*
Adjusted      $ (8,875)      $ 9,070        (197.9)   $ (34,070)     $ 125          (27356.0)
EBITDA*
*indicates non-GAAP financial measure; see descriptions and reconciliations below

Sabre Airline and Hospitality Solutions and Travel Network Adjusted EBITDA
increased 31.2% and 5.2%, respectively. Excluding Travelocity, second quarter
2014 total Adjusted EBITDA increased 17.4% to $213 million from $181 million
in the year-ago quarter.

Cash Flow from Operations totaled $5 million for the second quarter of 2014,
compared to $79 million in the second quarter of 2013. Adjusted Free Cash
flow, which adjusts for the decline in working capital and restructuring costs
related to the change in the Travelocity business model and dispositions as
well as litigation and other costs (see reconciliation below), totaled $63
million in the second quarter of 2014, an 8.6% increase from $58 million of
Adjusted Free Cash Flow in the second quarter of 2013. Adjusted Capital
Expenditures, which includes capitalized implementation costs, totaled $69
million for the second quarter of 2014, compared to $75 million in the
year-ago period.

Sabre Airline and Hospitality Solutions

Sabre Airline and Hospitality Solutions leverage SaaS and hosted technologies
to enable airlines and hoteliers to increase revenue, reduce costs, and
provide better travel experiences for their customers. The business segment
primarily drives revenue through flat-fees tied to usage events, such as
passengers boarded and hotel rooms booked.

Solid growth across its customer base led to a 4.9% increase in revenue in the
second quarter of 2014. This revenue growth was driven in part by an increase
in passengers boarded through the SabreSonic^® airline reservation system.
Total passengers boarded were 131 million, a 5.7% increase from 124 million in
the second quarter of 2013. Revenue for the quarter was also bolstered by
continued growth in Airline Solutions Commercial and Operations Solutions
revenue and strong growth in Hospitality Solutions' SynXis Central
Reservations System transactions and Digital Marketing Services.

Strong revenue growth and operating leverage across its SaaS and hosted
solutions resulted in a 31.2% increase in Airline and Hospitality Solutions
Adjusted EBITDA to $63 million for the second quarter of 2014 versus $48
million for the prior year period.

Airline and Hospitality Solutions recently signed several significant new
agreements. Examples include:

  oSpirit Airlines selected Sabre Airline Solutions' leading Flight Plan
    Manager solution.
  oUnited Airlines selected Sabre Airline Solutions' In-flight Catering
    solution.
  oSwiss regional carrier and current SabreSonic CSS customer, Darwin
    Airlines, became the latest airline to expand their Sabre footprint to
    include a full suite of solutions from Sabre Airline Solutions' portfolio
    of commercial and operations solutions.
  oMorgans Hotel Group converted to Sabre Hospitality Solutions' SynXis
    Central Reservations Solution across all of their properties.

Sabre Travel Network

Sabre Travel Network is one of the world's largest travel marketplaces,
handling more than $100 billion of 2013 travel services transactions with
leading solutions for travel agents and travel suppliers. The business
primarily recognizes revenue on a transaction-fee basis for travel booked
through the Sabre Travel Network.

For the second quarter, Travel Network revenue increased $6 million, or 1.3%,
to $462 million. Direct billable bookings of 95 million increased slightly
versus the prior year period, driven by strong growth in EMEA bookings offset
by the unfavorable timing of Easter and a decline of approximately 40% in air
travel in Venezuela.

Travel Network second quarter Adjusted EBITDA of $198 million increased 5.2%
from $188 million for the second quarter of 2013.

Sabre Travel Network continued to increase the value of the marketplace for
participants during the second quarter by increasing content and services.
During the quarter, Sabre Travel Network:

  oRenewed content agreements with Scandinavian Airways and Lufthansa.
  oSigned an expanded agreement with International Airline Group (IAG). The
    agreement includes the addition of ancillary sales for British Airways,
    Iberia and Iberia Express. Also under the agreement, Vueling will enter
    the Travel Network for the first time.
  oLaunched United's Economy Plus seating offering in the Travel Network
    marketplace, as well as ancillary sales for seven additional airlines.
    Travel Network has launched ancillary sales for 20 airlines year to date.
  oAnnounced the addition of Expedia Affiliate Network hotel content, which
    will bring approximately 55,000 new properties into the Travel Network
    when implemented.

Travelocity

Travelocity includes travelocity.com, the #1 customer satisfaction leader in
JD Power's most recent survey, and lastminute.com, one of Europe's strongest
travel brands. In August 2013, Sabre entered into a strategic marketing
agreement with Expedia that transformed the Travelocity North America
business. Under the agreement, the U.S. and Canadian Travelocity websites are
powered by the leading Expedia technology platform and content. Sabre
maintains responsibility for marketing the world-class Travelocity brand.
Under the terms of the agreement, Expedia pays Sabre a performance-based
marketing fee that varies based on the amount of travel booked through
Travelocity-branded websites powered by Expedia.

With the new agreement in place and the migration essentially completed,
second quarter 2014 Travelocity adjusted revenue declined 45.5% to $84 million
compared to $154 million in the second quarter of 2013. Costs declined through
the quarter, but the timing of the transition led to a decline in segment
Adjusted EBITDA to a loss of $9 million, compared to earnings of $9 million in
the second quarter of 2013. The company expects stronger business performance
and increasing profitability going forward.

Initial Public Offering

On April 17, 2014, Sabre successfully completed an initial public offering
(IPO) of 39,200,000 primary shares of common stock. In addition, the
underwriters exercised their option to purchase 5,880,000 additional shares,
which closed on April 25, 2014. Sabre shares trade on the NASDAQ Stock Market
under the symbol SABR. The net proceeds from the offering were used to reduce
outstanding debt, including a $320 million reduction in 2019 8.5% bonds, and a
$296 million reduction in Term Loan C borrowings.

Dividend

Sabre's Board of Directors has declared a quarterly dividend of $0.09 cents
per share on the Company's common stock. The dividend will be payable on
September 16, 2014, to stockholders of record on September 1, 2014.

Business Outlook and Financial Guidance

The following forward-looking statements, as well as those made above, reflect
expectations as of August 7, 2014. Sabre assumes no obligation to update these
statements. Results may be materially different and are affected by many
factors detailed in this release and in Sabre's IPO prospectus and quarterly
SEC filings.

In conjunction with the second quarter earnings report, Sabre management
reiterated expectations for full year Revenue, while increasing guidance for
Adjusted EBITDA, Adjusted Net Income and Adjusted EPS. Adjusted EBITDA
guidance was increased from a prior range of $843 - $858 million to a current
range of $848 - $863 million, reflecting strength across Sabre excluding
Travelocity. Adjusted Net Income guidance was increased from $215 - $230
million to $222 - $237 million. Adjusted EPS guidance was increased from a
prior range of $0.86 - $0.92 to current guidance of $0.90 - $0.96.

Full Year 2014 Guidance  Sabre Excluding
                                         Travelocity Sabre
($ millions, except EPS) Travelocity
Revenue                  $2,575 - $2,595 $410 - $420 $2,985 - $3,015
Adjusted EBITDA          $833 - $843     $15 - $20   $848 - $863
Adjusted Net Income                                  $222 - $237
Adjusted EPS                                         $0.90 - $0.96

Conference Call
The Company will conduct its second quarter 2014 investor conference call
today at 9:00 a.m. Eastern Time. The live webcast, including accompanying
slide presentation, can be accessed via Sabre's Investor Relations website at
http://investors.sabre.com. A recording of the call will be archived for
replay following the conference call.

About the Company
Sabre^® is the leading technology provider to the global travel and tourism
industry. Sabre's software, data, mobile and distribution solutions are used
by hundreds of airlines and thousands of hotels to manage vital operations,
such as passenger and guest reservations, revenue management, and flight,
network and crew management. Sabre also operates the world's leading travel
marketplace, processing more than $100 billion of annual travel spend.
Headquartered in Southlake, Texas, USA, Sabre operates in approximately 60
countries around the world.

Website Information
We routinely post important information for investors on our
website,www.sabre.com in the Investor Relations section. We intend to use
this website as a means of disclosing material, non-public information and for
complying with our disclosure obligations under Regulation FD. Accordingly,
investors should monitor the Investor Relations section of our website, in
addition to following our press releases, SEC filings, public conference
calls, presentations and webcasts. The information contained on, or that may
be accessed through, our website is not incorporated by reference into, and is
not a part of, this document.

Supplemental Financial Information
In conjunction with today's earnings report, the Company expects to post a
file of supplemental financial information on the Investor Relations section
of our website, www.sabre.com.

Note on Non-GAAP Financial Measures
This press release includes unaudited non-GAAP financial measures, including
Adjusted Revenue, Adjusted Net Income, Adjusted EBITDA, Adjusted EPS, Adjusted
Capital Expenditures, Free Cash Flow, Adjusted Free Cash Flow and the ratios
based on these financial measures. We present non-GAAP measures when our
management believes that the additional information provides useful
information about our operating performance. Non-GAAP financial measures do
not have any standardized meaning and are therefore unlikely to be comparable
to similar measures presented by other companies. The presentation of non-GAAP
financial measures is not intended to be a substitute for, and should not be
considered in isolation from, the financial measures reported in accordance
with GAAP. See "Non-GAAP Financial Measures" below for an explanation of the
non-GAAP measures and "Tabular Reconciliations for non-GAAP Measures" below
for a reconciliation of the non-GAAP financial measures to the comparable GAAP
measures.

Forward-looking statements
Certain statements herein are forward-looking statements about trends, future
events, uncertainties and our plans and expectations of what may happen in the
future. Any statements that are not historical or current facts are
forward-looking statements. In many cases, you can identify forward-looking
statements by terms such as "may," "will," "should," "expect," "intend,"
"plan," "goal," "anticipate," "believe," "estimate," "potential" or the
negative of these terms or other comparable terminology. Forward-looking
statements involve known and unknown risks, uncertainties and other factors
that may cause Sabre's actual results, performance or achievements to be
materially different from any future results, performances or achievements
expressed or implied by the forward-looking statements. The potential risks
and uncertainties include, among others, dependency on transaction volumes in
the global travel industry, particularly air travel transaction volumes,
dependence on maintaining and renewing contracts with customers and other
counterparties, exposure to pricing pressure in the Travel Networks business,
dependence on relationships with travel buyers, changes affecting travel
supplier customers, adverse global and regional economic and political
conditions, including, but not limited to, conditions in Venezuela and Israel,
travel suppliers' usage of alternative distribution models, reliance on
third-party distributor partners and joint ventures to extend our GDS services
to certain regions, competition in the travel distribution market and
solutions markets and exposures relating to the Expedia SMA. More information
about potential risks and uncertainties that could affect our business and
results of operations is included in the "Risk Factors" and "Cautionary Note
Regarding Forward-Looking Statements" sections included in our prospectus
filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933,
as amended, on April 17, 2014. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot
guarantee future events, results, actions, levels of activity, performance or
achievements. Readers are cautioned not to place undue reliance on these
forward-looking statements. Unless required by law, Sabre undertakes no
obligation to publicly update or revise any forward-looking statements to
reflect circumstances or events after the date they are made.

Contacts:
Media   Investors
Nancy St. Pierre    Barry Sievert
682-605-3864 682-605-0214
nancy.stpierre@sabre.com        barry.sievert@sabre.com 



SABRE CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

(In thousands, except share amounts)

(Unaudited)


                         Three Months Ended         Six Months Ended

                         June 30,                   June 30,
                         2014         2013          2014          2013
Revenue                  $ 717,573    $ 768,232     $ 1,472,983   $ 1,527,576
Cost of revenue ^(1) (2)   444,276      467,365       934,021       949,152
Selling, general and       205,152      212,364       404,029       412,193
administrative ^ (2)
Impairment                 —            135,598       —             135,598
Operating income (loss)    68,145       (47,095)      134,933       30,633
Other income (expense):
Interest expense, net      (53,235)     (63,669)      (117,179)     (146,199)
Loss on extinguishment     (30,558)     —             (33,538)      (12,181)
of debt
Joint venture equity       4,059        3,286         6,500         6,032
income
Other, net                 1,082        (3,796)       195           1,330
Total other expense, net   (78,652)     (64,179)      (144,022)     (151,018)
Loss from continuing
operations before income   (10,507)     (111,274)     (9,089)       (120,385)
taxes
Benefit for income taxes   (5,495)      (8,142)       (3,078)       (13,090)
Loss from continuing       (5,012)      (103,132)     (6,011)       (107,295)
operations
Loss from discontinued     (5,183)      (12,893)      (6,281)       (23,910)
operations, net of tax
Net loss                   (10,195)     (116,025)     (12,292)      (131,205)
Net income attributable
to noncontrolling          702          837           1,448         1,421
interests
Net loss attributable to   (10,897)     (116,862)     (13,740)      (132,626)
Sabre Corporation
Preferred stock            2,235        9,005         11,381        17,977
dividends
Net loss attributable to $ (13,132)   $ (125,867)   $ (25,121)    $ (150,603)
common shareholders
Basic and diluted loss
per share:
Continuing operations    $ (0.03)     $ (0.63)      $ (0.09)      $ (0.71)
Discontinued operations    (0.02)       (0.07)        (0.03)        (0.13)
Basic and diluted loss
per share attributable     (0.05)       (0.71)        (0.12)        (0.85)
to common shareholders
Basic and diluted
weighted average common    243,801      178,060       211,431       178,007
shares outstanding
(1) Includes
amortization of upfront  $ 11,742     $ 9,752       $ 22,789      $ 19,351
incentive consideration
(2) Includes stock-based
compensation as follows:
Cost of revenue          $ 1,940      $ (186)       $ 3,446       $ 272
Selling, general and       9,443        222           13,516        2,488
administrative



SABRE CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

(Unaudited)


                                            June 30, 2014   December 31, 2013
Assets
Current assets
Cash and cash equivalents                   $ 252,380       $   308,236
Restricted cash                               1,052             2,359
Accounts receivable, net                      456,674           434,288
Prepaid expenses and other current assets     46,435            53,378
Current deferred income taxes                 40,504            41,431
Other receivables, net                        31,202            29,511
Assets of discontinued operations             10,953            13,624
Total current assets                          839,200           882,827
Property and equipment, net of accumulated    512,262           498,523
depreciation of $792,330 and $722,916
Investments in joint ventures                 142,003           132,082
Goodwill                                      2,138,263         2,138,175
Trademarks and brandnames, net of
accumulated amortization of $549,566 and      312,066           323,035
$545,597
Other intangible assets, net of accumulated   263,204           311,523
amortization of $938,233 and $889,904
Other assets, net                             508,707           469,543
Total assets                                $ 4,715,705     $   4,755,708
Liabilities, temporary equity and
stockholders' equity (deficit)
Current liabilities
Accounts payable                            $ 131,409       $   111,386
Travel supplier liabilities and related       141,803           213,504
deferred revenue
Accrued compensation and related benefits     72,537            117,689
Accrued subscriber incentives                 168,756           142,767
Deferred revenues                             169,756           136,380
Litigation settlement liability and related   48,263            38,920
deferred revenue
Other accrued liabilities                     238,589           267,867
Current portion of debt                       22,401            86,117
Liabilities of discontinued operations        24,797            41,788
Total current liabilities                     1,018,311         1,156,418
Deferred income taxes                         10,090            10,253
Other noncurrent liabilities                  567,327           263,182
Long-term debt                                3,069,502         3,643,548
Commitments and contingencies (Note 13)
Temporary equity
Series A Redeemable Preferred Stock: $0.01
par value; 225,000,000 authorized shares;
no shares issued and outstanding at June      —                 634,843
30, 2014; 87,229,703 shares issued and
87,184,179 outstanding at December 31, 2013
Stockholders' equity (deficit)
Common Stock: $0.01 par value; 450,000,000
authorized shares; 265,186,666 and
178,633,409 shares issued, 264,749,280 and   2,652             1,786
178,491,568 outstanding at June 30, 2014
and December 31, 2013, respectively
Additional paid-in capital                    1,906,031         880,619
Treasury Stock, at cost, 437,386 shares at    (5,297)           —
June 30, 2014
Retained deficit                              (1,810,675)       (1,785,554)
Accumulated other comprehensive loss          (41,573)          (49,895)
Noncontrolling interest                       (663)             508
Total stockholders' equity (deficit)          50,475            (952,536)
Total liabilities, temporary equity and     $ 4,715,705     $   4,755,708
stockholders' equity (deficit)



SABRE CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands, except share amounts)

(Unaudited)
                                                  Six Months Ended

                                                  June 30,
                                                  2014          2013
Operating Activities
Net loss                                          $ (12,292)    $ (131,205)
Adjustments to reconcile net loss to cash
provided by operating activities:
Depreciation and amortization                       158,748       153,910
Impairment                                          —             135,598
Amortization of upfront incentive consideration     22,789        19,351
Litigation related charges, net                     33            4,078
Stock-based compensation expense                    16,962        2,760
Allowance for doubtful accounts                     3,652         6,531
Deferred income taxes                               (17,508)      (19,550)
Joint venture equity income                         (6,500)       (6,032)
Amortization of debt issuance costs                 3,243         3,637
Debt modification costs                             3,290         14,003
Loss on extinguishment of debt                      33,538        12,181
Other                                               8,583         (4,243)
Loss from discontinued operations                   6,281         23,910
Changes in operating assets and liabilities:
Accounts and other receivables                      (35,593)      (76,995)
Prepaid expenses and other current assets           1,300         6,529
Capitalized implementation costs                    (17,597)      (38,663)
Upfront incentive consideration                     (25,936)      (18,686)
Other assets                                        (13,050)      (19,621)
Accrued compensation and related benefits           (45,436)      (28,126)
Accounts payable and other accrued liabilities      (4,899)       131,689
Pension and other postretirement benefits           (2,100)       —
Cash provided by operating activities               77,508        171,056
Investing Activities
Additions to property and equipment                 (110,583)     (111,487)
Proceeds from sale of business                      —             10,000
Other investing activities                          235           (3,475)
Cash used in investing activities                   (110,348)     (104,962)
Financing Activities
Proceeds of borrowings from lenders                 148,307       2,190,063
Payments on borrowings from lenders                 (791,427)     (2,218,908)
Proceeds from issuance of common stock in initial   672,645       —
public offering, net
Prepayment fee and debt modification and issuance   (30,490)      (17,199)
costs
Other financing activities                          (2,616)       (4,123)
Cash used in financing activities                   (3,581)       (50,167)
Cash Flows from Discontinued Operations
Net cash (used in) provided by operating            (24,360)      24,295
activities
Net cash provided by investing activities           3,760         20,502
Net cash (used in) provided by discontinued         (20,600)      44,797
operations
Effect of exchange rate changes on cash and cash    1,165         (1,407)
equivalents
(Decrease) increase in cash and cash equivalents    (55,856)      59,317
Cash and cash equivalents at beginning of period    308,236       126,695
Cash and cash equivalents at end of period        $ 252,380     $ 186,012

Non-GAAP Financial Measures

We have included both financial measures compiled in accordance with GAAP and
certain non-GAAP financial measures in this press release, including Adjusted
Revenue, Adjusted Net Income, Adjusted EBITDA, Adjusted EPS, Adjusted Capital
Expenditures, Free Cash Flow, Adjusted Free Cash Flow and ratios based on
these financial measures.

We define Adjusted Revenue as revenue adjusted for the amortization of Expedia
Strategic Marketing Agreement (Expedia SMA) incentive payments, which are
recorded as a reduction to revenue and are being amortized over the
non-cancellable term of the Expedia SMA contract (see Note 3, Restructuring
Charges, to our consolidated financial statements included in Part I, Item 1
of our Quarterly Report on Form 10-Q).

We define Adjusted Net Income as income (loss) from continuing operations
adjusted for impairment, acquisition related amortization expense, loss (gain)
on sale of business and assets, loss on extinguishment of debt, other, net,
restructuring and other costs, litigation and taxes, including penalties,
stock-based compensation, management fees, amortization of Expedia SMA
incentive payments and tax impact of net income adjustments.

We define Adjusted EBITDA as Adjusted Net Income adjusted for depreciation and
amortization of property and equipment, amortization of capitalized
implementation costs, amortization of upfront incentive consideration,
interest expense, and remaining (benefit) provision for income taxes. This
Adjusted EBITDA metric differs from (i) the EBITDA metric referenced in the
section entitled "—Liquidity and Capital Resources—Senior Secured Credit
Facilities" in Part I, Item 2 of our Quarterly Report on Form 10-Q, which is
calculated for the purposes of compliance with our debt covenants, and (ii)
the Pre-VCP EBITDA and EBITDA metrics referenced in the section entitled
"Compensation Discussion and Analysis" in our prospectus filed with the SEC
pursuant to Rule 424(b) under the Securities Act on April 17, 2014, which are
calculated for the purposes of our annual incentive compensation program and
performance-based awards, respectively.

We define Adjusted EPS as Adjusted Net Income (Loss) divided by the applicable
share count.

We define Adjusted Capital Expenditures as additions to property and equipment
and capitalized implementation costs during the period presented.

We define Free Cash Flow as cash provided by operating activities less cash
used in additions to property and equipment. We define Adjusted Free Cash Flow
as Free Cash Flow plus the cash flow effect of restructuring and other costs,
litigation settlement and tax payments for certain items, other litigation
costs, management fees and the working capital impact from the Expedia SMA and
the sale of TPN (see "Factors Affecting our Results and Comparability
-Travelocity Restructuring" in Part I, Item 2 of our Quarterly Report on Form
10-Q).

Adjusted EBITDA is a key metric used by management and our board of directors
to monitor our ongoing core operations because historical results have been
significantly impacted by events that are unrelated to our core operations as
a result of changes to our business and the regulatory environment. We believe
that Adjusted Revenue, Adjusted EPS, Adjusted Net Income, Adjusted EBITDA,
Adjusted Capital Expenditures and Adjusted Free Cash Flow and ratios based on
these financial measures are used by investors, analysts and other interested
parties as measures of financial performance and to evaluate our ability to
service debt obligations, fund capital expenditures and meet working capital
requirements. Adjusted Capital Expenditures includes cash flows used in
investing activities, for property and equipment, and cash flows used in
operating activities, for capitalized implementation costs. Our management
uses this combined metric in making product investment decisions and
determining development resource requirements. We also believe that these
measures assist investors in company-to-company and period-to-period
comparisons by excluding differences caused by variations in capital
structures (affecting interest expense), tax positions and the impact of
depreciation and amortization expense. In addition, amounts derived from
Adjusted EBITDA are a primary component of certain covenants under our senior
secured credit facilities.

Adjusted Revenue, Adjusted EPS, Adjusted Net Income, Adjusted EBITDA, Adjusted
Capital Expenditures, Free Cash Flow, Adjusted Free Cash Flow and ratios based
on these financial measures are not recognized terms under GAAP. These
non-GAAP financial measures and ratios based on them have important
limitations as analytical tools, and should not be viewed in isolation and do
not purport to be alternatives to net income as indicators of operating
performance or cash flows from operating activities as measures of liquidity.
These non-GAAP financial measures and ratios based on them exclude some, but
not all, items that affect net income or cash flows from operating activities
and these measures may vary among companies. Our use of these measures has
limitations as an analytical tool, and you should not consider them in
isolation or as substitutes for analysis of our results as reported under
GAAP. Some of these limitations are:

  oAlthough depreciation and amortization are non-cash charges, the assets
    being depreciated and amortized may have to be replaced in the future, and
    Adjusted EBITDA does not reflect cash requirements for such replacements;
  oAdjusted Net Income and Adjusted EBITDA do not reflect changes in, or cash
    requirements for, our working capital needs;
  oAdjusted EBITDA does not reflect the interest expense or the cash
    requirements necessary to service interest or principal payments on our
    indebtedness;
  oAdjusted EBITDA does not reflect tax payments that may represent a
    reduction in cash available to us;
  oFree Cash Flow and Adjusted Free Cash Flow do not reflect the cash
    requirements necessary to service the principal payments on our
    indebtedness;
  oFree Cash Flow and Adjusted Free Cash Flow do not reflect payments related
    to restructuring, litigation, management fees and Travelocity working
    capital which reduced the cash available to us;
  oFree Cash Flow and Adjusted Free Cash Flow remove the impact of
    accrual-basis accounting on asset accounts and non-debt liability
    accounts; and
  oOther companies, including companies in our industry, may calculate these
    non-GAAP financial measures differently, which reduces their usefulness as
    comparative measures.



Tabular Reconciliations for Non-GAAP Measures

(In thousands, except share amounts; Unaudited)

Reconciliation of net income (loss) to Adjusted Net Income, Adjusted Net
Income from Continuing Operations per Share, and to Adjusted EBITDA
                         Three Months Ended         Six Months Ended

                         June 30,                   June 30,
                         2014         2013          2014          2013
Net loss attributable to $ (13,132)   $ (125,867)   $ (25,121)    $ (150,603)
common shareholders
Net loss from
discontinued operations,   5,183        12,893        6,281         23,910
net of tax
Net income attributable
to noncontrolling          702          837           1,448         1,421
interests^(1)
Preferred stock            2,235        9,005         11,381        17,977
dividends
Loss from continuing       (5,012)      (103,132)     (6,011)       (107,295)
operations
Adjustments:
Impairment                 —            135,598       —             135,598
Acquisition related        23,961       36,209        59,439        72,160
amortization^(2a)
Loss on extinguishment     30,558       —             33,538        12,181
of debt
Other, net ^(4)            (1,082)      3,796         (195)         (1,330)
Restructuring and other    6,867        2,376         9,574         4,542
costs ^ (5)
Litigation and taxes,      2,904        8,326         8,057         22,966
including penalties^(6)
Stock-based compensation   11,383       36            16,962        2,760
Management fees^(7)        21,576       2,499         23,508        5,221
Amortization of Expedia    2,875        —             4,750         —
SMA incentive payments
Tax impact of net income   (38,649)     (33,703)      (60,720)      (50,842)
adjustments
Adjusted Net Income from $ 55,381     $ 52,005      $ 88,902      $ 95,961
continuing operations
Adjusted Net Income from
continuing operations    $ 0.22       $ 0.28        $ 0.40        $ 0.52

 per share
Weighted-average shares
outstanding adjusted for
                           252,336      184,849       219,969       184,298
 assumed inclusion of
common stock equivalents
Adjusted Net Income from $ 55,381     $ 52,005      $ 88,902      $ 95,961
continuing operations
Adjustments:
Depreciation and
amortization of property   41,304       31,404        82,884        64,751
and equipment^(2b)
Amortization of
capitalized                8,891        7,720         18,027        18,601
implementation
costs^(2c)
Amortization of upfront
incentive                  11,742       9,752         22,789        19,351
consideration^(3)
Interest expense, net      53,235       63,669        117,179       146,199
Remaining provision
(benefit) for income       33,154       25,561        57,642        37,752
taxes
Adjusted EBITDA          $ 203,707    $ 190,111     $ 387,423     $ 382,615
Reconciliation of Adjusted Revenue:
                         Three Months Ended         Six Months Ended

                         June 30,                   June 30,
                         2014         2013          2014          2013
Revenue                  $ 717,573    $ 768,232     $ 1,472,983   $ 1,527,576
Amortization of Expedia    2,875        —             4,750         —
SMA incentive payments
Adjusted Revenue         $ 720,448    $ 768,232     $ 1,477,733   $ 1,527,576
Reconciliation of Adjusted Capital Expenditures:
                         Three Months Ended         Six Months Ended

                         June 30,                   June 30,
                         2014         2013          2014          2013
Additions to property    $ 58,944     $ 58,786      $ 110,583     $ 111,487
and equipment
Capitalized                9,944        16,634        17,597        38,663
implementation costs
Adjusted Capital         $ 68,888     $ 75,420      $ 128,180     $ 150,150
Expenditures
Reconciliation of Adjusted Free Cash Flow:
                         Three Months Ended         Six Months Ended

                         June 30,                   June 30,
                         2014         2013          2014          2013
Cash provided by         $ 5,310      $ 78,673      $ 77,508      $ 171,056
operating activities
Cash used in investing     (58,709)     (52,082)      (110,348)     (104,962)
activities
Cash used in financing     25,021       (24,100)      (3,581)       (50,167)
activities
                         Three Months Ended         Six Months Ended

                         June 30,                   June 30,
                         2014         2013          2014          2013
Cash provided by         $ 5,310      $ 78,673      $ 77,508      $ 171,056
operating activities
Additions to property      (58,944)     (58,786)      (110,583)     (111,487)
and equipment
Free Cash Flow             (53,634)     19,887        (33,075)      59,569
Adjustments:
Restructuring and other    14,564       2,376         26,426        4,542
costs^(5) (9)
Litigation settlement
and tax payments for       7,038        26,346        11,744        30,215
certain items^(6) (10)
Other litigation           2,506        7,128         6,934         7,740
costs^(6) (9)
Management fees^(7) (9)    21,576       2,499         23,508        5,221
Travelocity working
capital as impacted by     71,169       -             95,635        -
the Expedia SMA and
TPN^(8)
Adjusted Free Cash Flow  $ 63,219     $ 58,236      $ 131,172     $ 107,287



Reconciliation of Adjusted Gross Margin and Adjusted EBITDA by Segment:
                  Three Months Ended June 30, 2014
                               Airline and
                  Travel
                               Hospitality   Travelocity   Eliminations   Corporate     Total
                  Network
                               Solutions
Operating income  $ 165,597    $  35,855     $ (12,721)    $   —          $ (120,586)   $ 68,145
(loss)
Add back:
Selling, general
and                 24,555        12,924       71,796          (7,348)      103,225       205,152
administrative
Cost of revenue
adjustments:
Depreciation and    15,267        26,480       971             —            6,369         49,087
amortization^(2)
Amortization of
upfront             11,742        —            —               —            —             11,742
incentive
consideration^(3)
Restructuring and   —             —            —               —            3,726         3,726
other costs ^ (5)
Litigation and
taxes, including    —             —            —               —            333           333
penalties^(6)
Stock-based         —             —            —               —            1,940         1,940
compensation
Amortization of
Expedia SMA         —             —            2,875           —            —             2,875
incentive
payments
Adjusted Gross      217,161       75,259       62,921          (7,348)      (4,993)       343,000
Margin
Selling, general
and                 (24,555)      (12,924)     (71,796)        7,348        (103,225)     (205,152)
administrative
Joint venture       4,059         —            —               —            —             4,059
equity income
Joint venture
intangible          801           —            —               —            —             801
amortization^(2a)
Selling, general
and
administrative
adjustments:
Depreciation and    505           219          —               —            23,544        24,268
amortization^(2)
Restructuring and   —             —            —               —            3,141         3,141
other costs ^ (5)
Litigation and
taxes, including    —             —            —               —            2,571         2,571
penalties^(6)
Stock-based         —             —            —               —            9,443         9,443
compensation
Management          —             —            —               —            21,576        21,576
fees^(7)
Adjusted EBITDA   $ 197,971    $  62,554     $ (8,875)     $   —          $ (47,943)    $ 203,707
                  Three Months Ended June 30, 2013
                               Airline and
                  Travel
                               Hospitality   Travelocity   Eliminations   Corporate     Total
                  Network
                               Solutions
Operating income  $ 162,071    $  28,518       8,449       $   —          $ (246,133)   $ (47,095)
(loss)
Add back:
Selling, general
and                 30,830        16,301       88,335          (178)        77,076        212,364
administrative
Impairment          —             —            —               —            135,598       135,598
Cost of revenue
adjustments:
Depreciation and    11,752        18,925       565             —            17,270        48,512
amortization^(2)
Amortization of
upfront incentive   9,752         —            —               —            —             9,752
consideration^(3)
Restructuring and   —             —            —               —            1,348         1,348
other costs ^ (5)
Litigation and
taxes, including    —             —            —               —            2,627         2,627
penalties^(6)
Stock-based         —             —            —               —            (186)         (186)
compensation
Adjusted gross      214,405       63,744       97,349          (178)        (12,400)      362,920
margin
Selling, general
and                 (30,830)      (16,301)     (88,335)        178          (77,076)      (212,364)
administrative
Joint venture       3,286         —            —               —            —             3,286
equity income
Joint venture
intangible          801           —            —               —            —             801
amortization^(2a)
Selling, general
and
administrative
adjustments:
Depreciation and    575           232          56              —            25,157        26,020
amortization^(2)
Restructuring and   —             —            —               —            1,028         1,028
other costs ^ (5)
Litigation and
taxes, including    —             —            —               —            5,699         5,699
penalties^(6)
Stock-based         —             —            —               —            222           222
compensation
Management          —             —            —               —            2,499         2,499
fees^(7)
Adjusted EBITDA   $ 188,237    $  47,675     $ 9,070       $   —          $ (54,871)    $ 190,111
                  Six Months Ended June 30, 2014
                               Airline and
                  Travel
                               Hospitality   Travelocity   Eliminations   Corporate     Total
                  Network
                               Solutions
Operating income  $ 350,114    $  62,317     $ (41,283)    $   —          $ (236,215)   $ 134,933
(loss)
Add back:
Selling, general
and                 50,227        25,319       152,181         (7,457)      183,759       404,029
administrative
Cost of revenue
adjustments:
Depreciation and    30,679        53,163       2,463           —            23,589        109,894
amortization^(2)
Amortization of
upfront incentive   22,789        —            —               —            —             22,789
consideration^(3)
Restructuring and   —             —            —               —            4,942         4,942
other costs ^ (5)
Litigation and
taxes, including    —             —            —               —            939           939
penalties^(6)
Stock-based         —             —            —               —            3,446         3,446
compensation
Amortization of
Expedia SMA         —             —            4,750           —            —             4,750
incentive
payments
Adjusted Gross      453,809       140,799      118,111         (7,457)      (19,540)      685,722
Margin
Selling, general
and                 (50,227)      (25,319)     (152,181)       7,457        (183,759)     (404,029)
administrative
Joint venture       6,500         —            —               —            —             6,500
equity income
Joint venture
intangible          1,602         —            —               —            —             1,602
amortization^(2a)
Selling, general
and
administrative
adjustments:
Depreciation and    1,130         535          —               —            47,189        48,854
amortization^(2)
Restructuring and   —             —            —               —            4,632         4,632
other costs ^ (5)
Litigation and
taxes, including    —             —            —               —            7,118         7,118
penalties^(6)
Stock-based         —             —            —               —            13,516        13,516
compensation
Management          —             —            —               —            23,508        23,508
fees^(7)
Adjusted EBITDA   $ 412,814    $  116,015    $ (34,070)    $   —          $ (107,336)   $ 387,423
                  Six Months Ended June 30, 2013
                               Airline and
                  Travel
                               Hospitality   Travelocity   Eliminations   Corporate     Total
                  Network
                               Solutions
Operating income  $ 346,970    $  51,173     $ (7,464)     $   —          $ (360,046)   $ 30,633
(loss)
Add back:
Selling, general
and                 55,180        30,631       176,427         (391)        150,346       412,193
administrative
Impairment          —             —            —               —            135,598       135,598
Cost of revenue
adjustments:
Depreciation and    23,561        36,894       6,222           —            34,343        101,020
amortization^(2)
Amortization of
upfront incentive   19,351        —            —               —            —             19,351
consideration^(3)
Restructuring and   —             —            —               —            1,939         1,939
other costs ^ (5)
Litigation and
taxes, including    —             —            —               —            14,475        14,475
penalties^(6)
Stock-based         —             —            —               —            272           272
compensation
Adjusted gross      445,062       118,698      175,185         (391)        (23,073)      715,481
margin
Selling, general
and                 (55,180)      (30,631)     (176,427)       391          (150,346)     (412,193)
administrative
Joint venture       6,032         —            —               —            —             6,032
equity income
Joint venture
intangible          1,602         —            —               —            —             1,602
amortization^(2a)
Selling, general
and
administrative
adjustments:
Depreciation and    1,024         478          1,367                        50,021        52,890
amortization^(2)
Restructuring and   —             —            —               —            2,603         2,603
other costs ^ (5)
Litigation and
taxes, including    —             —            —               —            8,491         8,491
penalties^(6)
Stock-based         —             —            —               —            2,488         2,488
compensation
Management          —             —            —               —            5,221         5,221
fees^(7)
Adjusted EBITDA   $ 398,540    $  88,545     $ 125         $   —          $ (104,595)   $ 382,615



Non-GAAP Footnotes:
     Net income attributable to non-controlling interests
     represents an adjustment to include earnings allocated to
     non-controlling interests held in Sabre Travel Network
(1)  Middle East of 40% for all periods presented and in Sabre
     Seyahat Dagitim Sistemleri A.S. of 40% beginning in
     April2014 for the three and six months ended June 30,
     2014.
(2)  Depreciation and amortization expenses:
                 Acquisition related amortization represents
                 amortization of intangible assets from the
                 take-private transaction in 2007 as well as
     a.          intangibles associated with acquisitions
                 since that date and amortization of the
                 excess basis in our underlying equity in
                 joint ventures.
                 Depreciation and amortization of property and
     b.          equipment includes software developed for
                 internal use.
                 Amortization of capitalized implementation
     c.          costs represents amortization of upfront
                 costs to implement new customer contracts
                 under our SaaS and hosted revenue model.
     Our Travel Network business at times provides upfront
     incentive consideration to travel agency subscribers at
     the inception or modification of a service contract,
     which are capitalized and amortized to cost of revenue
     over an average expected life of the service contract,
     generally over three to five years. Such consideration is
     made with the objective of increasing the number of
(3)  clients or to ensure or improve customer loyalty. Such
     service contract terms are established such that the
     supplier and other fees generated over the life of the
     contract will exceed the cost of the incentive
     consideration provided upfront. Such service contracts
     with travel agency subscribers require that the customer
     commit to achieving certain economic objectives and
     generally have terms requiring repayment of the upfront
     incentive consideration if those objectives are not met.
     Other, net primarily represents foreign exchange gains
     and losses related to the remeasurement of foreign
(4)  currency denominated balances included in our
     consolidated balance sheets into the relevant functional
     currency.
     Restructuring and other costs represents charges
     associated with business restructuring and associated
(5)  changes implemented which resulted in severance benefits
     related to employee terminations, integration and
     facility opening or closing costs and other business
     reorganization costs.
     Represents charges or settlements associated with airline
(6)  antitrust litigation as well as payments or reserves
     taken in relation to certain retroactive hotel occupancy
     and excise tax disputes.
     We have been paying an annual management fee to TPG
     Global, LLC ("TPG") and Silver Lake Management Company
     ("Silver Lake") in an amount between (i)$5 million and
     (ii)$7 million, the actual amount of which is calculated
     based upon 1% of Adjusted EBITDA, as defined in the MSA,
(7)  earned by the company in such fiscal year up to a maximum
     of $7 million. In addition, the MSA provides for the
     reimbursement of certain costs incurred by TPG and Silver
     Lake, which are included in this line item. The MSA was
     terminated in connection with our initial public
     offering.
     Represents the impact of the Expedia SMA and TPN on
     working capital for the six months ended June30, 2014,
     which is primarily attributable to the migration of
(8)  bookings from our technology platform to Expedia's
     platform and wind down activities associated with TPN
     (see "Factors Affecting our Results and
     Comparability—Travelocity Restructuring").
     The adjustments to reconcile cash provided by operating
     activities to Adjusted Free Cash Flow reflect the amounts
(9)  expensed in our statements of operations in the
     respective periods adjusted for cash and non-cash
     portions in instances where material.
     Includes payment credits used by American Airlines to pay
     for purchases of our technology services during the six
(10) months ended June30, 2014 and 2013. The payment credits
     were provided by us as part of our litigation settlement
     with American Airlines.



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SOURCE Sabre Corporation

Website: http://www.sabre.com
 
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